Mr. Yan: Your positions are incorrect. First, we had demanded copies of all freight agreements and specific freight costs/billing details. Although Load Karma is obligated to turn over these records pursuant to 49 C.F.R. § 371.3, Load Karma failed to do so. Second, we also demanded in March 2025, the following: [cid:[email protected]] Load Karma failed to turn over what was requested, including records that Load Karma is obligated to turn over under 49 C.F.R. section 371.3. In the parties’ NDA dated September 2, 2025, Load Karma again promised that it would comply: [cid:[email protected]] Load Karma (yet again) failed to turn over any records and otherwise totally failed to comply. Thus, your comment about the specific impact of Load Karma’s malfeasance on specific billings to MSI is perplexing – you must know we need the records Load Karma is obligated to turn over under 49 C.F.R. section 371.3, but which it has failed to turn over. Regardless, as confirmed in our prior correspondence sent in November 2025, MSI’s preliminary loss analysis is approximately $933,000 due to Load Karma’s billing and bribery scheme. It is anticipated that MSI’s loss analysis will increase substantially once we receive the specific records we have been requesting, but which Load Karma has not turned over (which, no doubt, is likely why Load Karma has not turned over the records). Third, we are fully prepared to satisfy MSI’s “burden” of proving the nature and scope of Load Karma’s unlawful conduct, as well as the substantial losses suffered by MSI that has resulted from Load Karma’s diversion of business outside of MSI’s electronic system and Load Karma’s widespread bribery scheme. Lastly, MSI has authorized my firm to make the following one-time settlement offer, which will expire at Noon PST on Friday, May 22, 2026: * Both parties shall provide mutual releases and waivers; and * If not agreeable, please have Load Karma’s bankruptcy counsel contact me directly and please understand the claims that MSI asserts that arise from Load Karma’s unlawful bribery scheme will not just be brought against the company - it will include all involved operationally with Load Karma’s unlawful conduct. Thanks in advance for your anticipated attention to the above. [Description: Description: Outwater_PinckesLogosig] David E. Outwater, Partner 900 Roosevelt | Irvine, CA | 92620 ': 949-748-7480 | 6: 949-748-7481 www.oplawyers.com<http://www.oplawyers.com/> | [email protected]<http://www.oplawyers.com/> This communication is for its intended recipient only and may contain information that is privileged, confidential and exempt from disclosure under applicable law. Any unauthorized use, dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately by telephone as noted above, or by e-mail reply, then delete it from your system and destroy any hard copy you may have printed. From: Kelvin Yan <[email protected]> Sent: Wednesday, May 20, 2026 10:22 AM To: David Outwater <[email protected]> Subject: Re: MSI / Load Karma — Settlement Proposal — INADMISSIBLE SETTLEMENT COMMUNICATION (Cal. Evid. Code §§ 1152/1154; FRE 408; Subject to NDA) David, Thank you for confirming that you have forwarded the proposal to MSI. I look forward to MSI's substantive response. I want to address one mischaracterization in your email directly, before it is treated as common ground. Load Karma's accounts receivable and MSI's allegations are two separate matters. They should not be conflated, and the proposal does not depend on conflating them. The AR is a documented, liquidated obligation — not a "dispute." The A/R Aging Detail Report I enclosed itemizes roughly 200 invoices totaling $371,217 for freight services that MSI ordered, received, and took the benefit of. MSI's own correspondence treats them as exactly that: your firm's March 28, 2025 letter expressly reserved MSI's rights "with respect to any and all outstanding invoices issued by Load Karma to MSI." Your firm called them outstanding invoices — not overcharges, and not fraudulent. The "disputed 'A/R'" characterization in your email appears for the first time now, fourteen months later. The scale confirms the point. Per that same March 28 letter, MSI was a substantial customer of Load Karma — approximately 2,300 truckloads and more than $5.3 million in business over three years. The unpaid $371,217 is roughly seven percent of that relationship: the tail of invoices that went unpaid once this dispute arose. That is non-payment, not a billing dispute. A generalized "overcharge" theory is also not a defense to specific invoices. Your March 28 letter describes MSI's own procurement as "largely automated to ensure that the lowest pricing available is obtained." MSI's automated process selected and accepted Load Karma's rates across those 2,300 loads. If MSI now contends that any particular invoice was inflated, MSI is free to identify the specific invoice and quantify the claimed overcharge. A blanket assertion that the entire receivable is "tainted" identifies nothing and quantifies nothing. As for MSI's allegations regarding Mr. Sandeep G. and the NDA: Load Karma disputes MSI's characterizations and expressly reserves all of its rights, defenses, and claims. Those allegations are an unproven and unliquidated claim on which MSI carries the burden of proof. That is a separate matter — separate in substance, and not governed by the parties' freight invoicing — and it does not erase a liquidated debt for services already delivered. To be clear about the two paths available to MSI: 1. Accept Load Karma's proposal — $334,095, a ten percent discount on the documented AR, in exchange for a full mutual release. This resolves both the AR and MSI's allegations, confidentially and immediately. It remains on the table and is the efficient path. 2. Treat the matters separately — in which case the full $371,217 in AR is due now for services rendered, and MSI remains free to pursue its allegations separately, where it will bear the burden of proof and, upon Load Karma's filing, deal with the appointed trustee. There is no version in which MSI's allegations excuse payment for freight that MSI ordered and received. The discount in option (1) is offered solely in consideration of a prompt, confidential, and comprehensive resolution — not as a concession on the validity of the AR. The response date of close of business Tuesday, May 26, 2026 stands. Load Karma's contemplated bankruptcy timeline is real and is not within my discretion to extend. This communication is made for settlement purposes only under California Evidence Code §§ 1152 and 1154, Federal Rule of Evidence 408, and the confidentiality provisions of the parties' Non-Disclosure Agreement dated September 2, 2025. Nothing herein constitutes a waiver of any claim, defense, right, or position, all of which are expressly reserved. Regards, Kelvin Yan President, Load Karma, Inc. From: David Outwater <[email protected]<mailto:[email protected]>> Date: Wednesday, May 20, 2026 at 9:03 AM To: Kelvin Yan <[email protected]<mailto:[email protected]>> Subject: RE: MSI / Load Karma — Settlement Proposal — INADMISSIBLE SETTLEMENT COMMUNICATION (Cal. Evid. Code §§ 1152/1154; FRE 408; Subject to NDA) INADMISSIBLE SETTLEMENT COMMUNICATION Mr. Yan: I am ethically obligated to forward written settlement proposals to my client, which I have done. After I connect with my client representatives, and if directed to do so, I will further respond to your proposal. Regardless, and as a preliminary reaction, Load Karma is clearly not on the same page with regard to what has happened here. Load Karma and its involved representatives have substantial liability for their unlawful and fraudulent conduct, as we previously detailed and alleged on numerous occasions. (See attached correspondence, as examples.) In addition to the direct liability that we perceive may result from Load Karma’s alleged misconduct, its misconduct caused a massive overcharge to MSI with regard to Load Karma’s bills (including, of course, as to the very same disputed “A/R” to which your letter refers). Notably, Load Karma continued its concealment by failing to comply with terms of the NDA (attached) that we had reached, and whereby (among other things) Load Karma had promised to report its findings regarding to MSI – while MSI complied, Load Karma did not. -David Outwater, Esq. Counsel for M S International [Description: Description: Outwater_PinckesLogosig] David E. Outwater, Partner 900 Roosevelt | Irvine, CA | 92620 ': 949-748-7480 | 6: 949-748-7481 www.oplawyers.com<http://www.oplawyers.com/> | [email protected]<http://www.oplawyers.com/> This communication is for its intended recipient only and may contain information that is privileged, confidential and exempt from disclosure under applicable law. Any unauthorized use, dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately by telephone as noted above, or by e-mail reply, then delete it from your system and destroy any hard copy you may have printed. From: Kelvin Yan <[email protected]<mailto:[email protected]>> Sent: Tuesday, May 19, 2026 3:54 PM To: David Outwater <[email protected]<mailto:[email protected]>> Subject: MSI / Load Karma — Settlement Proposal — INADMISSIBLE SETTLEMENT COMMUNICATION (Cal. Evid. Code §§ 1152/1154; FRE 408; Subject to NDA) Importance: High CAUTION: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. David, Further to our call earlier this week, please find attached Load Karma's formal settlement proposal, together with a current A/R Aging Detail Report itemizing MSI's outstanding receivable balance. The attached letter is the company's complete and final settlement proposal in advance of Load Karma's contemplated bankruptcy filing. As I mentioned on our call, once that filing occurs, control of these matters — including collection of the unpaid AR and any consequential damages arising from MSI's prolonged non-payment — passes to the assigned trustee, and the related proceedings become matters of public record. I would appreciate MSI's response no later than close of business on Tuesday, May 26, 2026, so that we can either move toward signing a settlement agreement or proceed with the alternative path. I am available by phone or email if you would like to discuss. This communication and the attached letter are made for settlement purposes only under California Evidence Code §§ 1152 and 1154, Federal Rule of Evidence 408, and the confidentiality provisions of the parties' Non-Disclosure Agreement dated September 2, 2025. Nothing herein constitutes a waiver of any claim, defense, right, or position, all of which are expressly reserved. Regards, Kelvin Yan President, Load Karma, Inc