Kelvin, After further consideration of the below email from opposing counsel, I believe that we should respond to it before filing suit. Specifically, I suggest that you authorize me to make the below point by point settlement offer/demand, or however as you may modify such terms—the below is my suggestion, so treat it as a starting point for finalizing our actual demand. I continue to believe that any reasonable deal to terminate your relationship with the Singhs will be better than extended litigation, particularly if Mr. Rupal succeeds in getting a receiver appointed for the company, as he threatens below, since the ownership factions are in complete deadlock. So, here’s my suggested response for your comment or approval. While it is not perfect, it would be a cash-free resolution, which always tends to improve odds of success. After you review it, please suggest next steps, such as a call with me and Vicky to discuss, or to just tell me if you do not want to do this at all, and instead instruct me to just sue them. 1. Load Karma: a. Kelvin and Vivek will relinquish their interest in Load Karma in exchange for an indemnity from Karam and Jas. b. Load Karma will satisfy all financial obligations to QuickBooks WebBank Note, QuickBooks LOC, Dialsight, Kanex Pro and the credit card balances due American Express and Bank of America. c. Jas will relinquish control of the Tesla to Load Karma, at which time it will be sold to satisfy the remaining debt due Tesla TD Auto Finance. Alternatively, Jas will personally assume the loan in its entirety. d. Load Karma will retain all rights to collect all outstanding Accounts Receivable due Load Karma. e. Load Karma will defend any and all claims from MSI, or similar claims, at all times fully indemnifying and defending Kelvin and Vivek from such claims. 2. Haven 9377 LLC: Essentially, Kelvin and Vivek will get the property, subject to the loan: a. Karam and Jas will relinquish their interest in Haven 9377 LLC, and any ownership interest in the real estate located at 9377 Haven, Rancho Cucamonga, CA. b. The SBA Loan obligation held by Load Karma, of approximately $965,000, will be assumed by Haven 9377 LLC, at all times fully indemnifying and defending Load Karma against any loan default. 3. Dialsight: a. Karam and Jas will relinquish all possible rights in Dialsight for consideration of $10. For context, key differences between this proposal and the defense statements below include the following, some of which are not familiar to me, and I invite your comments in response if you disagree or don’t know what he’s referring to, either: 1. Load Karma: a. Debts: They deny that there is $40,000 outstanding on QuickBooks LOC, asserting that Load Karma took no draws on that line. b. Tesla: They propose that the Tesla be appraised and Jas credited with a $1,600 monthly allocation against any debt, with adjustments made accordingly. c. Kanex Pro: They allege that the loan is collateralized against a Porsche Taycan, and thus, the vehicle is owned by Load Karma and its value should be split four ways. d. AR: They claim that Load Karma owes money to both Load Konnect and Abacus Transport, which will offset any AR obligations they have to Load Karma. 2. Dialsight: a. They deny that Vivek is the owner of the company, claiming instead that their warrant gives them right to a 25% ownership share each, and demanding that the company be appraised and the value divided equally. b. They claim that Load Karma paid significant expenses for Dialsight and therefore holds an investment interest in this company (do you know what this could refer to?). 3. 9377 Haven: They demand that the property be sold and that they be compensated for their share of its market value. George George S. Burns Burns & Moss 620 Newport Center Drive Suite 600 Newport Beach, CA 92660 Tel: (949) 263-6777 From: George Burns Sent: Monday, January 5, 2026 12:08 PM To: Victoria Moss <[email protected]> Subject: FW: Yan v. Load Karma George S. Burns Burns & Moss 620 Newport Center Drive Suite 600 Newport Beach, CA 92660 Tel: (949) 263-6777 From: Mandeep Rupal <[email protected]<mailto:[email protected]>> Sent: Monday, December 29, 2025 4:35 PM To: Victoria Moss <[email protected]<mailto:[email protected]>> Cc: George Burns <[email protected]<mailto:[email protected]>> Subject: Re: Yan v. Load Karma Dear Ms. Moss, Thank you for your patience. I finally got around to gathering all the information required to answer your concerns. 1. Recent factoring agreement (last I heard it had either been cancelled or at least not drawn upon): Nothing has been drawn upon the factoring agreement. 2. Quickbooks WebBank Note: $25,000 outstanding Load Karma is making payments. 3. Quickbooks LOC: $40,000 outstanding Nothing has been drawn upon this LOC 4. Tesla TD Auto Finance: $30,000 outstanding (Jas’ car) Jas was given the company car to conduct company business. This was part of the compensation package. All the other partners were drawing a monthly auto expense of approximately $1600. Jas never drew the monthly auto expense; instead, he was given this car to drive. There is approximately $30,000 left on the loan. We propose that the car should be appraised, if the equity is greater than what Jas would have been entitled to under the arrangement, Load Karma will be reimbursed. In the event, the equity is less than what Jas was entitled to, it should be adjusted accordingly. 5. Kanex Pro (Kelvin’s company) Remaining balance of $48,000 Load Karma will pay this. This loan is collateralized with Prosche Taycan. Once the loan is paid off, Load Karma will own the subject care free and clear. The equity in this care then be equally divided among all stakeholders. 6. Dialsight (Vivek’s company): $50,000 obligation Load Karma will pay this obligation. Additionally, Dialsight is not Vivek's company. All partners own equal shares in Dialsight. Additionally, Load Karma paid all of Dialsight's bills, in other words, Load Karma invested in Dialsight. My client owns warrants in Dialsight. This company will have to be appraised, and the value will be equally divided among all the partners. 7. American Express CC balance Load Karma will pay off the AmEx balance. However, there are points worth $4,700. These points must be divided equally. 8. Bank of America CC balance Load Karma will pay off this balance. Real Estate: Property in the name of Haven 9377 LLC is burdened with an SBA Loan obligation in name of Load Karma, with $965,000 outstanding, guaranteed by Vivek. It’s my understanding that under the current negotiations, Kelvin would be acquiring your clients’ interest. My clients are agreeable to sell their interest in the property for a FMV. Accounts Receivable: $2m in outstanding AR, although recovery is unlikely from MS International ($328,000), and there are insider debt obligations claimed by Load Konnect ($8,000) and Abacus transport ($15,000) My clients are willing to sit down and talk about Load Connect and Abacus' obligations. They believe that this will even out because Load Karma owes money to both entities. MS International Claim for approximately $930,000, last settlement demand was $650,000: Address claim and representation of the company My clients do not believe MSI has a claim against Load Karma. MSI's employees were actively demanded to engage in graft payments. MSI is equally responsible for violating the anti-graft laws. Dialsight, a company owned by Vivek, which owns the IP rights to the software used by Load Karma, for which a license must be negotiated. This is not true. All four partners own an equal stake in Dialsight. Additionally, I have a grave concern about the business as a going concern. Mr. Yan is refusing to pay Load Karma's employees, vendors, and all the necessary expenses. His actions are creating such extreme hardship for my client that the company is unable to function. Once employees don't get paid, they will leave, and vendors will leave. Load Karma will lose its credibility and creditworthiness. This will cease all operations. This will leave me with no option but to seek judicial intervention to take control away from Mr. Yan and appoint a receiver for the company. My clients are willing to resolve this matter amicably and are open to negotiation. Sincerely, Mandeep On Fri, Dec 12, 2025 at 11:20 AM Mandeep Rupal <[email protected]<mailto:[email protected]>> wrote: Dear Ms. Moss, Thank you for your email. I will consult with my client and get back to you next week. Mandeep On Thu, Dec 11, 2025 at 1:16 PM Victoria Moss <[email protected]<mailto:[email protected]>> wrote: Mandeep: I am George Burns’ partner and with him represent Kelvin Yan. I know you and George spoke the other day and I believe all agree that it is time for our clients to close out their business relationship, with your clients retaining Load Karma for an agreed consideration, and resolving outstanding obligations that could create personal liability for any party. To do so, there’s a number of outstanding issues, of which I am aware of at least the following. This list may be a helpful checklist for you to discuss with your clients and solicit their proposal to resolve all these matters. Feel free to reach out for any required clarification, but I believe this summary will be sufficient for them to explain same to you. Load Karma is the company in which the two sides hold roughly similar ownership stakes, which I understand your clients wish to retain, acquiring Kelvin’s interest for some fair consideration. It has several outstanding financial liabilities: 1. Recent factoring agreement (last I heard it had either been cancelled, or at least not drawn upon): 2. Quickbooks WebBank Note: $25,000 outstanding 3. Quickbooks LOC: $40,000 outstanding 4. Tesla TD Auto Finance: $30,000 outstanding (Jas’ car) 5. Kanex Pro (Kelvin’s company) Remaining balance of $48,000 6. Dialsight (Vivek’s company): $50,000 obligation 7. American Express CC balance 8. Bank of America CC balance Real Estate: Property in the name of Haven 9377 LLC is burdened with an SBA Loan obligation in name of Load Karma, with $965,000 outstanding, guaranteed by Vivek. It’s my understanding that under the current negotiations, Kelvin would be acquiring your clients’ interest. Accounts Receivable: $2m in outstanding AR, although recovery is unlikely from MS International ($328,000), and there are insider debt obligations claimed by Load Konnect ($8,000) and Abacus transport ($15,000) MS International Claim for approximately $930,000, last settlement demand was $650,000: Address claim and representation of company Dialsight a company owned by Vivek, which owns the IP rights to software used by Load Karma, for which a license must be negotiated. After you have had a chance to discuss this list with your clients, please reach out to me or George with your clients’ positions. Thank you, Vicky Moss Victoria E. Moss Burns & Moss 620 Newport Center Drive Suite 600 Newport Beach, CA 92660 Tel: (949) 263-6777 -- Mandeep S. Rupal Attorney at Law Rupal Law 4740 Green River Road, Suite 209 Corona, CA 92878 Office (951) 460-0830 Cell (951) 241-2571 www.rupallaw.com<http://www.rupallaw.com> CONFIDENTIALITY NOTICE: This e-mail and any files attached may contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please destroy the original transmission and its attachments without reading or saving in any manner. FOR COUNSEL: The contents of this e-mail and any attachments hereto are not intended to be admissible in any litigation or arbitration proceeding, and the provisions of California Evidence Code § 1152 are hereby invoked. FOR POTENTIAL CLIENTS: Nothing contained herein should be construed as creating or intending to create an attorney-client relationship. Any and all communications are undertaken in an effort to evaluate potential claims and determine if our firm will be able or is interested in representing you. Unless and until a formal retainer agreement has been fully executed between Law Office of Mandeep S. Rupal, APC and yourself, we will not take any action on your behalf. Most cases have time deadlines or "statutes of limitations" limiting the amount of time a plaintiff has in which to file a lawsuit or a charge with the appropriate agency such as the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission, the California Department of Labor, or some other agency. Therefore, you should immediately contact another attorney if you have an approaching deadline and we have not yet signed a contract agreeing to represent you. -- Mandeep S. Rupal Attorney at Law Rupal Law 4740 Green River Road, Suite 209 Corona, CA 92878 Office (951) 460-0830 Cell (951) 241-2571 www.rupallaw.com<http://www.rupallaw.com/> CONFIDENTIALITY NOTICE: This e-mail and any files attached may contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please destroy the original transmission and its attachments without reading or saving in any manner. FOR COUNSEL: The contents of this e-mail and any attachments hereto are not intended to be admissible in any litigation or arbitration proceeding, and the provisions of California Evidence Code § 1152 are hereby invoked. FOR POTENTIAL CLIENTS: Nothing contained herein should be construed as creating or intending to create an attorney-client relationship. Any and all communications are undertaken in an effort to evaluate potential claims and determine if our firm will be able or is interested in representing you. Unless and until a formal retainer agreement has been fully executed between Law Office of Mandeep S. Rupal, APC and yourself, we will not take any action on your behalf. Most cases have time deadlines or "statutes of limitations" limiting the amount of time a plaintiff has in which to file a lawsuit or a charge with the appropriate agency such as the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission, the California Department of Labor, or some other agency. Therefore, you should immediately contact another attorney if you have an approaching deadline and we have not yet signed a contract agreeing to represent you.