Page 88
1 that right?
2 A. That is -- that's correct.
3 Q. And did anyone ever indicate to you before
4 Mr. Rumberg, did you hear any indication from anyone
5 before you received Plaintiffs' Exhibit 12 that Shift4
6 was, in fact, interested in making an offer of
7 employment to you?
8 A. No.
9 Q. Did anyone at Shift4 ask you whether you
10 wanted to work for them?
11 A. No.
12 Q. When you received this email, sir,
13 Plaintiffs' Exhibit 12, what was your reaction?
14 A. My first reaction was to scroll through the
15 entire email and get to the contract, get to the
16 attachment.
17 Q. And when you saw the attachment, what was
18 your reaction?
19 A. That there were a lot of pages in there and
20 that it probably was going to take me a while to get
21 to read it.
22 Q. Did you think when you reviewed
23 Plaintiffs' Exhibit 12 in its attachments that Shift4
24 had acquired CardConnect?
25 A. Acquired CardConnect? I did not think

Page 89
1 that. I -- I didn't know.
2 Q. What did you think about it?
3 A. Frank, I really didn't know, and I still
4 don't know. I mean, I understand the relationship
5 between Shift4 and Lighthouse, but I -- I'm not an
6 attorney. So I get confused easily.
7 Q. I'm sorry, Mr. Oder.
8 A. So I don't know.
9 Q. I'm just trying to understand the
10 distinction you're drawing between the relationship
11 between Shift4 and Lighthouse.
12 Will you agree with me that you received
13 this email, Plaintiffs' Exhibit 12, out of the blue?
14 A. Sure.
15 Q. Had you solicited or asked for a compensation
16 package?
17 A. No.
18 Q. And were you aware that anyone affiliated with
19 Shift4 had discussed a compensation package with respect
20 to you before July 2nd?
21 A. No.
22 Q. When you say you weren't aware, you mean no
23 one had told you about that; is that right?
24 A. That's correct.
25 Q. All right. Now, the second paragraph of this

Page 194
1 think that violates them. It's a lot of -- this is a
2 very heavily negotiated agreement, as is typical of
3 these types of agreements.
4 Q. Well, I understand that you had counsel and
5 there were several rounds. I get all of that.
6 I'm just asking you now, Mr. Oder,
7 whether you agree with me to the extent one of the
8 purposes of the 2020 amendment was to make sure that you
9 were comfortable being put in that position.
10 A. Yes.
11 Q. And are you comfortable that neither Shift4,
12 LLC nor Jared Isaacman, nor anyone else affiliated with
13 Shift4 would have any say on how you voted as a director
14 of Finance and as a director of the company?
15 A. That is my comfort level.
16 Q. Okay. Your comfort level is that you were
17 going to determine how you were going to vote. That's
18 what was intended; is that right?
19 A. That is what I was told before I became a
20 director, that I would have the ability to make an
21 independent decision, yes.
22 Q. And, in fact, that's what you did; is that
23 right?
24 A. That's what I did.
25 My decision was to wait.

Section 6.5 Independent Director.
(a) Notwithstanding anything to the contrary contained herein, for so long as any Credit Agreement Obligations are outstanding, (i) the Board of Directors shall at all times include at least one (1) Independent Director and (ii) the affirmative vote or consent of each member of the Board of Directors, including, without limitation, the Independent Director, shall be required to approve a Bankruptcy Action.
(b)
(c) An "Independent Director" shall be an individual who (i) is not, and has never been, and shall not while serving as an Independent Director be, an employee, director (other than as an Independent Director of the Company or any of its Subsidiaries or Affiliates), officer, stockholder, member, partner or other equity owner, attorney, manager or other Person who has a material business or professional relationship with the Company or any of its Subsidiaries or Affiliates (except in his or her capacity as an Independent Director of the Company or any of its Subsidiaries or Affiliates), (ii) is not a trustee in bankruptcy or receiver by reason of assignment for the benefit of the creditors of the Company or any of its Affiliates, and (iii) is not a member of the immediate family of any Person described in the foregoing clause (i) or (ii). The Independent Director shall be appointed initially by the Class B Member and thereafter by the affirmative vote of the Majority Members; provided that, notwithstanding anything to the contrary in this Agreement, following such time that any Credit Agreement Obligations exist, each Independent Director shall be approved by the Administrative Agent, and the Administrative Agent shall have the right to remove and replace any Independent Director at any time.

Section 1.04. Defined Terms.
...
(ee) "Independent Directors" means the director(s)
appointed in accordance with Section 6.05, each of whom is
listed in Exhibit 6.05, and who shall at all times during
his or her term as a "Manager" and a member of the "Board
of Directors" under the Agreement meet and comply with the
definition of an "lndependent Director".

Section 6.05 Independent Directors.

(a) So long as any Series A Preferred Units or any other class of preferred units (“Preferred Units”) of the Company or any of its direct or indirect subsidiaries are outstanding, the Company shall have Independent Directors who are approved by the holders of a majority of the then outstanding Series A Prefe1Ted Units, each of whom must be admitted as a Member to the Company in accordance with the terms of the Agreement as a condition precedent to such approval or appointment as an Independent Director.

(b) The Independent Directors shall serve as "Managers" and members of the "Board or Directors" (as such terms are used in and for all put1>oses of the Agreement) without any compensation.
(c) Except for acts or omissions that constitute a violation of the implied contractual covenant of good faith and fair dealing or any act or omission that, at the time of the act or omission, the lndependent
Directors knew or believed to be clearly in conflict with the interests of the Company or its Subsidiaries, the Company shall indemnify the Independent
Directors for any losses, claims, damages or liabilities to which such Independent
Directors may become subject in connection with any acts or failures to act as
"Manager" and/or members of the "Board of Directors" (as such terms are used in
and for purposes of the Agreement).

(d) The Independent Directors shall remain as
"Managers" and as members of the "Board of Directors" (as such terms are used in
and for purposes of the Agreement), until such time as the
holders of a majority of the then outstanding Series A Preferred Units remove, or
accept the resignation of, such Independent Directors.

(e) Notwithstanding anything to the contrary in
the Agreement, the approval of the Independent Directors
shall be required before the Company may take any
Bankruptcy Action or any action that would reasonably be expected to result in a Dissolution Event.

(f) During the Standstill Period (unless it has
been terminated earlier in accordance with this Amendment),
the number of members of the Board or Directors of the
Company shall not be increased, and none of the Independent
Directors shall resign (unless replaced by a new
Independent Director reasonably satisfactory to the Required
Holders) or be removed (unless removed by the Required-
Holders). During the Voting Support Period (unless it has
been terminated earlier in accordance with this Amendment) ,
if any Independent Directors are removed or resign, then the
Required Holders shall use their commercially reasonable
efforts to replace any such removed or resigned Independent
Directors with new Independent Directors reasonably
satisfactory to the Required Holders.

7.
8.
As an independent director, I serve on the Board of Managers for Payment Processing Holdings, LLC (“PPH”) and on the Board of Financial
Resources Acquisition Corp. (“FRAC”). CardConnect, LLC (“CardConnect”) is wholly owned subsidiary of PPH. As an independent director, I am
required to be unaffiliated with the owners of PPH and FRAC, and it is my responsibility to represent all stakeholders in those businesses, not just the
equity owners.
...
10. ln the middle of June 2020, I raised a question via text message (copy attached as Exhibit A) with counsel for the company, Mr. Brian
Short, a Partner at Akerman Senterfitt LLP. I had a conversation with Mr. Short to review the issue and discuss the process for the pending CardConnect expiration.
11. In addition, I believe I raised the question of timing on a regularly scheduled Board call in June 2020. l recall raising my concern that it would-be
inappropriate to extend the Agreement prior to the six-month window. In response, I was assured by outside legal counsel that l would have the authority to
make an independent decision.

Exhibit A:

[Redacted Phone numbers]
6/15, 7:55PM] Jdo: Biran,
Can you please give me a call in the morning to review the timing of the expiration of the
Card Connect reseller agreement?
David
[6/16, 8:53 AM] Brian Short: Absolutely
[6/16, 8:53 AM] Brian Short: I'll give
you a buzz

From: Robert Carr
Sent: Thursday, July 2, 2020 10:45 AM
To: J. David Oder
Subject: Offer of Employment
David
See attached.
Would love to have you join our team!
Bob
Robert Carr | Executive Chairman, Shift4 Payments

From: Jared Isaacman
Sent: Thursday, July 2, 2020 12:34 PM
To: 'J. David Oder'
Subject: Lighthouse
Dave,
Congrats on the Lighthouse / Shift4 transaction. We are really excited about the capabilities this delivers to our customers.
I know you were kind enough to serve on the Board level at Card Connect and Fintrax in the past. I hope you will consider joining us here too as an independent director
My brother and our CLO will reach out to start that boarding process but I did want to say hello
Jared

From: Taylor Lauber
Sent: Tuesday, June 2, 2020 2:57 PM
To: J. David Oder
Subject: Next Steps
Hi Dave,
It was a pleasure to virtually meet you today and we look forward to completing this transaction with you.
I will ship the hard copies of the documents below to your house by FedEx tomorrow. When the package amves, please
immediately retrieve it and (1) sign the documents where indicated, and (2) send the executed documents back to my attention
in the enclosed, pre-paid and pre-addressed FedEx envelope. Let me know ifyou have any difficulty printing the documents.
• Joinder to the Lighthouse Voting and Support Agreements I x Sign
• Joinder to the Lighthouse Stockholder Agreement (only applicable if you arc an accredited investor) I x Sign
Per Jared's point, could you please confirm that you can dial-in to our regularly scheduled call on 6/11 at 4pm EST. You
should have recently received an outlook invitation from Nancy Disman.
Appreciate the help!
Taylor