Kelvin: To recap- I recommend that I send an email to the Singhs’ lawyer offering to help him get up to speed by listing the technical issues that must be addressed to close out the parties’ business relationship, ask him to review same with his clients, and get back to me with their overall proposal. So, not yet making your global demand, but first seeing what their positions are. If you agree, then please review and either edit, comment on or approve the following DRAFT: ___ Mandeep: 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: $45,000 outstanding 3. Quickbooks LOC: $40,000 outstanding 4. Tesla TD Auto Finance: $39,000 outstanding 5. Kanex Pro (Kelvin’s company) Remaining balance of $48,000 6. Dialsight (Vivek’s company): $75,000 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 ($132,000) 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. George S. Burns Burns & Moss 620 Newport Center Drive Suite 600 Newport Beach, CA 92660 Tel: (949) 263-6777 From: Kelvin Yan <[email protected]> Sent: Tuesday, December 9, 2025 12:04 AM To: George Burns <[email protected]> Cc: Victoria Moss <[email protected]> Subject: Re: Yan v. Load Karma George, I have discussed these items with Jas last Monday on 12/1 Damages demand: DialSight Technologies Inc. * The Singh brothers agree to surrender their ownership interest. * I agree to this but demand(not yet discussed with them) that they pay15K monthly as a client to DialSight for 4 years to use or not to use our TMS software only. Currently Load Karma is paying 15k monthly. * Does not include email hosting, email marketing fees, VOIP phone fees Haven9377 LLC. * The Singh brothers agree to surrender their ownership interest. * I agree but demand they pay 15k monthly lease rent as a tenant for 4 years. * Currently Load Karam pays monthly 7k, Zams $500, MedKarma $500 in total 8k rent to Haven9377LLC. * SBA Note: I am in talks with our SBA banker to work out a solution Below list of items did not discuss with the brothers yet Buyout demands: * 10k monthly payment to Kelvin and Vivek each for 4 years * Kelvin, Vivek surrender ownership of Load Karma Inc including payroll, benefits * Award Porsche Taycann 2021 to Kelvin Debts and Obligations: * Pay outstanding AP balance 75k to dialsight within 6 months. Pdf attached to this email. * Pay outstanding loan balance to Kanex Pro Inc within 6 months * Pay outstanding loan balance of Webank term loan and line of credit within 6 months * Pay outstanding loan balance of Tesla Model Y 2022 under Load Karma Inc Kelvin Yan as guarantor within 12 months. * Pay outstanding loan balance of American Express, Bank of America credit card under Load Karma Inc Kelvin Yan as guarantor. Third Party Claims: * Indemnify Kelvin and Vivek of all current and future legal claims/suits from Load Karma Inc Collateral against these demands: · UCC on Load Karma, MedKarma Inc, Load Konnect Inc, Zams Financials assets · Deed of trust on their 3 houses and personal assets. · 50k payment to Kelvin and Vivek each Kelvin From: George Burns <[email protected]<mailto:[email protected]>> Date: Friday, December 5, 2025 at 10:53 AM To: Kelvin Yan <[email protected]<mailto:[email protected]>> Cc: Victoria Moss <[email protected]<mailto:[email protected]>> Subject: RE: Yan v. Load Karma Sure, I am in the office until at least 1, call me now if you like. George S. Burns Burns & Moss 620 Newport Center Drive Suite 600 Newport Beach, CA 92660 Tel: (949) 263-6777 From: Kelvin Yan <[email protected]<mailto:[email protected]>> Sent: Friday, December 5, 2025 10:47 AM To: George Burns <[email protected]<mailto:[email protected]>> Cc: Victoria Moss <[email protected]<mailto:[email protected]>> Subject: Re: Yan v. Load Karma George, Can we get on a call this morning? Kelvin From: George Burns <[email protected]<mailto:[email protected]>> Date: Friday, December 5, 2025 at 8:25 AM To: Kelvin Yan <[email protected]<mailto:[email protected]>> Cc: Victoria Moss <[email protected]<mailto:[email protected]>> Subject: RE: Yan v. Load Karma Kelvin: I was hoping for a bit more detail on any proposal they have made, or maybe their ‘proposal’ is that vague? But it looks like a classic situation where you want “X”, they are only willing to do “Y”, and I believe we’ve determined that prosecuting a lawsuit to try to force a better result would not be cost-efficient. If I can help, let me know what you want me to do. G George S. Burns Burns & Moss 620 Newport Center Drive Suite 600 Newport Beach, CA 92660 Tel: (949) 263-6777 From: Kelvin Yan <[email protected]<mailto:[email protected]>> Sent: Thursday, December 4, 2025 10:25 PM To: George Burns <[email protected]<mailto:[email protected]>> Cc: Victoria Moss <[email protected]<mailto:[email protected]>> Subject: Re: Yan v. Load Karma George, I’ve spoke to Jaspreet Singh and he has express to take the building and dailsight. He just looks at the face value of 2m and say it is too much. If he study my deal they are only paying damages of 480k over 4 years and surrendering their equity of 100k in office building compare to 2m in court as they have destroyed Load Karma financials and valuations. Third party claims they will have to deal with and current debt obligations are winding down from my personal guarantee loans. Load Karma still owes about 50k to dialsight and 40k KanexPro which are getting paid down. They can continue to pay these off next 6 months. Kelvin From: George Burns <[email protected]<mailto:[email protected]>> Date: Thursday, December 4, 2025 at 2:38 PM To: Kelvin Yan <[email protected]<mailto:[email protected]>> Cc: Victoria Moss <[email protected]<mailto:[email protected]>> Subject: RE: Yan v. Load Karma I will review this in the morning, but for now—you have described this as a discussion as between you and Vivek, only. True? Please tell me what you believe are the Singh brothers’ most recent demands so I can be up to speed. Also, I see no discussion of resolution of third party claims or debt obligations. Maybe I missed it. George S. Burns Burns & Moss 620 Newport Center Drive Suite 600 Newport Beach, CA 92660 Tel: (949) 263-6777 From: Kelvin Yan <[email protected]<mailto:[email protected]>> Sent: Thursday, December 4, 2025 2:33 PM To: George Burns <[email protected]<mailto:[email protected]>> Cc: Victoria Moss <[email protected]<mailto:[email protected]>> Subject: Re: Yan v. Load Karma George, I met with Vivek for lunch today and came up with a demand for both of us. They have express us take over DialSight and Haven9377 assets Damages demand Surrender Dialsight Technologies ownership. Pay 15k monthly subscription for 48 months to use TMS software currently paying 10k. Payment excludes Load Karma email hosting, TMS usage(SMS). Developer cost will be handled by dailsight and manage by Vivek. Singh brothers has no say on feature sets etc. Net expense is 5k monthly 60k yearly x 4 years = 240K Surrender Haven9377 LLC warrants. Current equity is 200k/4 partners so they are surrendered 100k. Pay 15k in triple net lease(excludes property tax, HOA, utilities) for 48 months. Currently paying 10k rent. I’ve already move out KanexPro office to Brea last month. They have 2500sq ft to use or sub lease it. Net expense is 5k monthly 60k yearly x 4 years = 240K Surrender 2021 Porsche Taycan FMV 30k to Kelvin and close down Sydnee X Inc Buyout: 10k monthly installment for 4 years to Kelvin or assignee. 10k monthly installment for 4 years to Vivek or assignee. Current payroll salary, allowance, benefits, 401k contributions is around 10k monthly. Net expense is 0. 50K upfront payment. They can take a loan against their 401k to pay. Collateral against these installments: UCC on Load Karma, MedKarma Inc, Load Konnect Inc, Zams Financials assets. Deed of trust on their 3 houses and personal assets. Vivek and I will surrender Load Karma shares and winding down operation duties. Beth can prepare all corporate paperwork to execute. Any feedback or suggestions to secure this deal through the 4 years even though if they closed down Load Karma. These demand includes Vivek so they are getting a good deal or Vivek express he will also file a suit worth 2 million. Let me know when you review these demands then we can get on a call. We like to finish this be end of this month. Kelvin From: George Burns <[email protected]<mailto:[email protected]>> Date: Thursday, December 4, 2025 at 12:13 PM To: Kelvin Yan <[email protected]<mailto:[email protected]>> Cc: Victoria Moss <[email protected]<mailto:[email protected]>> Subject: FW: Yan v. Load Karma Kelvin: Catching up. On Tuesday, you wrote that you were in discussions with the Singh brothers and I should wait to hear from you regarding drafting a settlement agreement. Well, they hired a new lawyer, below, who called me this morning. I told him that, last I heard, you and the brothers were speaking directly about possible settlement terms. He replied that he understood that the two sides were, to quote him, “far apart.” Let me know if you want to talk. George 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: Thursday, December 4, 2025 11:00 AM To: George Burns <[email protected]<mailto:[email protected]>> Subject: Yan v. Load Karma Mr. Burns, It was very nice to speak with you. Please let me know if your client is interested in pre-lit mediation. Mandeep -- 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. 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