BREACH OF CONTRACT AND FIDUCIARY DUTIES

September 13, 2021

10th April, 2019

Tamim S. Hamid,

4900 Hopyard Road, Suite 100

Pleasanton, CA 94588

USA

CC: Board of Directors of Theradome Inc.

Dear Sir,

RE: BREACH OF CONTRACT AND FIDUCIARY DUTIES

I refer to the above matter and address you as hereunder:

In or about March 2009, you and I entered into an oral agreement for the formation of a business venture. Under the said agreement, I would invest money in capital contribution and in exchange, I would be entitled to 20 per cent stake in the business. The oral agreement further stipulated that I would create a prototype of the first product of the business and then complete 5 more Beta Prototypes and you would not be expected to formally take part in the initial stages of the business as you were the CEO of Presym Inc. I believe all these are matters well within your knowledge.

Subsequently and on the strength of the aforesaid agreement, I invested an amount of $40,000 as initial capital contribution and proceeded to build the first prototype and five (5) Beta products of the Laser helmet.

Later, in 2010, while acting in a clandestine manner, you proceeded to incorporate Theradome Inc. without involving me. I would later learn that Theradome Inc. was a formalization of the venture, and this is a fact beyond dispute. Thereafter, I gave you the products I had developed which you accepted. To support these facts in addition to the 3 years of email communications, I am happy to provide information on Andrew Sauter and Konstasntin Makhratchev who were the EE consultants I hired and paid in the execution of the above Alpha Prototype and 5 Betas.   Without my knowledge, yet again, you applied for grant of patent with respect to the 5 x Beta prototypes I had developed. In so doing, you failed to recognize my fair entitlement to the intellectual property over the products and you have never, to date, made any attempts to account for the income arising from the prototypes which I am entitled to. You utilized information which came to your knowledge of my work and of the contract as your own, which is clear abuse and misappropriation of trade secrets for your own personal gain.

After the above matters came to my knowledge, I approached you with a view to streamlining the management of Theradome Inc. In response, vide a brief letter dated 4th May 2011, you stated and acknowledged that I am a co-founder of the Company  and I had been granted 1 Million common shares in Theradome Inc.(Copy attached FYR)   With this assurance, I did not read mischief in my reduced involvement by yourself in the affairs of the Company.

In July 2016, I had Anees Ahmed our mutual friend step in and on my behalf requested for compensation in form of dividends/profits, you declined my request arguing that I was only entitled to $25K and not for any other payments from Theradome Inc. And that the May 4th 2011 letter wasn’t intentionally written or some such excuse, which I failed to understand.  You further claimed that the Company had not made any profits, which would be the basis for payment.   I am sure you are aware that despite your unfortunate response to me as a bonafide shareholder and co-founder, you have never supplied me with financial statements of Theradome Inc.

Your actions in totality amount to egregious and intentional breach of contract as well as breach of fiduciary obligations as a director of Theradome Inc. In addition, be advised that you committed misappropriation of trade secrets when you blatantly sidelined me in the applications for grant of patents in respect of the prototypes, thereby violating my intellectual rights as a bona fide developer. Therefore, you not only committed breach of contract and fiduciary duties but also serious trade secret misappropriation.

In view of the foregoing, I am writing to demand your immediate admission of liability for the allegations set out above and payment of all funds payable to me as a shareholder of Theradome Inc, as well as production of financial accounts of the Company.

Unless the above conditions are met within the seven (7) days of this letter, I shall be constrained take action to institute recovery proceedings seeking for compensation and/or other redress for the unjustified economic losses I have suffered as a result of your said breaches. I trust this can be avoided and accordingly hope to receive your written confirmation of compliance within the above stipulated period of time.

Yours Faithfully,

Abi Kariguddaiah

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