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Fellow Shareholders,

I am corresponding with you today to address the attempted termination of my employment as

Chief Executive Officer at Kairos. Many of you invested in Kairos after meeting with me
personally, which compels me to provide you with details around my attempted termination, the
civil criminal lawsuit leveraged against me, the accusations against me listed therein; and what
all of this means to us as shareholders.

You may be aware that there is a public narrative being created by Melissa Doval, Kairos’
interim CEO, that in eching the claims in their lawsuit, positions me as a thief and an
incompetent leader (read ​here​). In fact, it is she and the board’s assertion that, I am ​such​ a thief
and incompetent, I had to be terminated immediately— without warning or adherence to proper

As abrupt and confusing as it has been, this event has given me the availability to do things I
haven’t done in years— like spend quality time with my family, and take truly comprehensive
consideration of my Kairos journey beginning the day I signed the incorporation papers at my
kitchen table, to this very moment. In this letter I’ll recall my journey, including attachments and
links to press around my leadership, my termination, and an absolutely unbelievable
correspondence from the current board and executive team at Kairos.

You’ll also notice that I refer to the termination action as my ‘attempted termination’. This is
because I have not actually been terminated. Not legally, anyway. However, I ​have​ been
inconvenienced and temporarily prohibited from serving my team, you the investors, and our
customers, as CEO. This experience is now ​part o ​ f my Kairos journey, and with your continued
support and confidence, along with the help of a great attorney— we can make sure that it
doesn’t mark the​ end​ of my journey.

Do you remember?

In 2012, with 250k in savings and all off the personal credit I could make available— I left an
amazing engagement with Apple, for the even more amazing calling of entrepreneurship. I
gathered a very talented, very small team, and started Kairos. By 2014, I’d solicited 5 single
investors to commit an additional 250k— which carried us all the way to a $1.3 million dollar
Series A led by New World Angels.

Since then, with the support of my incredibly dedicated staff, I’ve worked to establish Kairos as
a globally recognized organization in the identity AI space. To date, Kairos is ​mentioned
alongside companies like Amazon and Microsoft, and has been profiled in publications like
Bloomberg, Businessweek, Wall Street Journal, Crunchbase, Techcrunch, etc.—emerging as a
respected leader in Miami tech. Over these building years, the speaking engagements,
meetings, relationship building events, flights, nights spent in hotel rooms, and non-stop
movement in the direction of company funding and growth have become nearly my entire
existence as a founder. Since 2012, my responsibilities to my team, our investors, and our
customers fill my days— and at times, kept me up nights.

By the week of Christmas 2017, Kairos had made great progress. I was working steadily and
strategically to place the company in the position to generate business sustaining revenue
through sales. While we were so close to achieving our goals there was still a way to go, and
we’d run out of money. In order to move forward with product development, it was necessary for
us to own all of our IP (we were still licensing around half of it at this time). Having to sell
licensed products inhibited us from offering them in the manner and at the price point
necessary— it was hurting us. Additionally, moving from machine learning to AI was necessary,
and also very expensive.

You see, we were in the process of constant, directed growth— yet fresh out of cash. And
although this was not an unfamiliar position for us as a startup, the company was at such a
pivotal point internally and in the market, that falling would have hurt that much harder. My
team, you the investors, everyone depends on me to find solutions and keep the company
moving forward. I take that very personally, and this time the pressure to pull through was even
more crucial.

The era of ICO

Like nearly every small business owner in 2017, it had come to my attention that companies
were raising millions of dollars while preserving their independence, through initial coin
offerings. It was attractive and attainable— yet no one on the board, staff, or board of advisors
had any knowledge of crypto or ICOs. So I cancelled my Christmas and spent the entire holiday,
20 hours per day sometimes, learning about crypto and the protocol for structuring an ICO. I did
100% of the research, presented the plan to the board-- and they subsequently approved the
Kairos ICO.

To execute the legal documents around the raise, I hired the law firm of Wilson-Sonsini, a highly
reputable firm with a great history. It’s important to note that during this time—even today— law
firms, like the rest of us, were learning about Initial Coin Offerings. It was new, and very
precarious. That said, based the documents Wilson-Sonsini drafted, we raised 13 million in the
first couple of weeks of the ICO.

Unfortunately, all funds had to be returned as a result of mistakes made by the law firm in their
execution of the documents. This proved to be a difficult, time consuming correction on our end.

I then hired the firm of Greenberg-Taurig & Carlton Fields who handled the new offering. I had
no reason to believe that the second raise would not be as successful as the first, yet, during
the process of correcting the first law firm’s mistakes— the crypto market changed
dramatically— and investors were holding off until the market turned back around to avoid
further loss. Nevertheless, the second ICO raised over 6 million dollars for the company.

More work to be done...

The 6 million raised was far less than anticipated, yet in consideration of the fact that we were
completely out of cash before the raise— it was a success. We were able to use those funds to
keep the team paid through mid October 2018, and continue to grow and position the company
through the purchase of Emotion Reader— bringing all tech in house and hiring a world class AI
staff including Dr. Stephen Moore out of Singapore. The steps Kairos was able to make were
significant, and would enable us to offer leading edge products that we own outright, while
making the company more attractive for acquisition/exit.

Around August 2018, we found ourselves in the position of running low on capital. So as I have
done in the past, I set about raising the funds which would carry us to the launch of our
on-premise API and give us an additional year or so of burn to support the process of customer
conversion/acquisition around the new product, which is projected to create $8 million in
revenue per year.

I was in Singapore in September conferring with the team there, and meeting with potential
investors I’d been connected with through relationships in Singapore as well as relationships I
have in Cincinnati. In fact, I was in the middle of a presentation when access to my email and
documents was cut.

I traveled to the other side of the world to work with my team on IP development and meet with
the people who would commit to millions in investment— and was fired via voicemail the day
after I returned. What’s more, in the days leading up to my attempted termination, I finished a
200k deal with a Fortune 50 retailer, had conversations with Coinbase and other exchanges
around listing Kairos, negotiated with investors to get the cash necessary to get Kairos listed on
exchanges, and began to work early leads on potential acquisitions by 2 publicly traded
companies, in early and intermediate stages of maturity respectively. All while continuing to
negotiate with Beyond Capital Markets for 13 million in investment. I was lining us up for our
next big steps.

The Attempted Takeover.

As of September 2018, under my leadership, Kairos had a high performing team, a new team of
leading AI professionals in Singapore, the rights to all of our IP, a ​new product​ projected to
create 8 million in annual revenue, and a high profile media presence around ​my thought
leadership​ in the area of algorithmic bias and ethical practices in face recognition. We also had
200k in new customer revenue, and millions in investment coming in a matter of weeks— all
without asking current investors for a dollar more.
Yet, Steve O’Hara, under the advisement of Mary Wolff and Melissa Doval, determined it was
best for the company that I be immediately terminated from my position as CEO. Although over
the past year I’ve felt that his vision for Kairos was not in alignment with my own, I respected
Steve and hoped we could figure it out. I trusted him.

On Mary Wolff and Melissa Doval, they had been employed by Kairos as COO and CFO for just
6 months before my attempted termination. Previous to her employment, Mary served as
outside counsel for Kairos and did a great job with our contracts, ect. I saw her as someone
who, if given the opportunity, could be a great asset to my growing company. I am an ally and
advocate of workplace equality, so hiring a woman for the position of COO was my honor. Mary
then suggested Melissa Doval for the CFO spot— and based on what I knew about her through
the Miami professional scene and Mary’s recommendation, I hired her, too. I was excited to
have such a diverse, inclusive executive team.

I began to feel the tide turning in the weeks leading to my attempted termination. I was made
aware that Mary was going to the board to express displeasure with my leadership, and
attempting to rally my team against me by highlighting my absence from the office (my trip to
Singapore, for example) as a sign of negligence. She was actively lobbying for my termination.

Subsequently, after only 6 months with the company and attendance at barely three board
meetings— Mary had been successful in her attempts. Steven O’hara attempted to fire me.

She and Melissa also managed to convince Steven O’hara to appoint Melissa, who has no
previous experience as a CEO and just 6 months experience in our industry— as interim CEO.
All of this done at a board meeting to which I was not invited, and as a member of the Board of
Directors myself, I was entitled to attend.

The Justifications.

Steve, Melissa and Mary, as cause for my termination and their lawsuit against me, have
accused me of stealing 60k from Kairos, comprised of non-work related travel, non-work related
expenses, a laptop, and a beach club membership. Let’s talk about this. While I immediately
found these accusations absurd, I had to consider that, to people on the outside of “startup
founder” life— their claims could appear to be salacious, if not illegal.

In response, I will tell you that there has not been one trip, meal, ride— anything—charged to
the company that was not directly correlated to the business of selling Kairos to customers and
investors, and growing Kairos to exit. When reviewing the charges from a highly conservative
perspective, there may be a total of $3,500 to $4,500 in “grey area” charges over my 7 year
history as CEO of Kairos. Conversely, I’ve personally invested, donated, or simply didn’t pay
myself in order to make payroll for the rest of the team, to the tune of over $325,000 dollars.
That’s real money from my accounts.
I would do it again if necessary, and I’m happy our employees had payroll even when I did not—
which makes it sting that much more to be sued and have my character publicly defamed by
Mary, Melissa & Steve, for allegedly stealing money from the company.

Moreover, in the nearly 7 years since I founded the company, I have raised 13 million dollars,
acquired two companies for their intellectual property, and led Kairos from an idea to an
organization with a one hundred million dollar valuation. There has hardly been one dinner, trip,
conversation ​over the last 7 years of my life— that hasn’t revolved around my responsibility to
Kairos. Expenses associated with my personal life have always been charged to personal
accounts. I have never willfully stolen money from my company. Yet, I will reiterate that there
have been numerous times that my own rent was not paid, so that I could meet payroll or cover
a company financial obligation.

On my making Kairos ‘liable to make my girlfriend’s car payment’— in order to offset the cost of
Uber rides to and from work, to meetings, the airport, etc, I determined it would be more cost
effective to lease a car. Unfortunately, after having completely extended my personal credit to
start and keep Kairos operating, it was necessary that the bank note on the car be obtained
through her credit. The board approved the $700 per month per diem arrangement, which
ended when I stopped driving the vehicle. Like their entire case— its not very sensational, when
truthfully explained.

​I’m still CEO of Kairos.

When I considered writing this letter to you, the shareholders, it was intended to remind you that
I am the same visionary, hard working founder you invested with. I also wanted to warn you that
if supported by shareholders, this attempted termination action by Steven O’hara, Mary Wolf
and Melissa Doval would likely end terribly for us. And all of this is true.

Yet, as I have been forced to retain counsel and prepare for litigation, my attorney has informed
me that according to the documents we have been able to access, my termination was not done
legally, therefore it was not done, at all. Because they have locked me out of my laptop, my
attorney has requested Steven O’hara send us documents to which we are entitled. He has
refused. However, we’ve obtained some of these documents through the help of supportive
investors. Why hide docs?

In the event that my termination ​were​ effective— if the current board and executive team had
their way— I would​ s​ till​ ​be CEO in action, if not title. This weekend I received the most shocking,
insulting, yet affirmative correspondence I have ever read— in the form of a settlement letter
outlining the “options” that Steven O’Hara, Mary Wolff, and Melissa Doval have designated for
me around my continued engagement with Kairos.

These “options”, in summary, include my continuing every function I was performing as CEO
previous to the attempted termination, including fundraising, soliciting customers, continuing to
manage customer and investor relationships, etc.-- all while silently training Melissa Doval to do
the job. Basically, they are demanding that I to continue to function as CEO— yet, in their
“options”, I am doing the job for no pay, no access to the office, and essentially, no respect.

After reading their settlement proposal, it became clear to me that not only did they file a
blatantly exaggerated, sensational lawsuit against me exclusively to justify terminating me—
they filed it to gain what they perceive as leverage against me in order to force me to work for
free. My “gain” from this proposal? Their eventual dismissal of the lawsuit against me.

You really have to​ read it​ to believe it.

The allegations of theft, etc. are manufactured justifications for their attempted termination of my
contract. The “willful misconduct” cited in the suit is not reflective of any concern(s) ever brought
to my by Steven O’Hara. In the attached letter drafted by my attorney, you will find
corresponding details that make clear the attempted termination was done outside of, in
violation of, and without regard to the parameters of proper protocol for board meetings as well
as the conditions of my contract. (see attached)

In Closing

This entire experience has been extraordinarily eye opening for me. And what I would really like
you to take away from this letter is, that I am the same CEO who has grown Kairos from a
timeclock idea, to one of the most visible face recognition companies in the world. The world is
​ eginning to open up to our technology. We are in the beginning of mainstream market
just b
adoption of the tech, so everything my team and I have been fighting for— missed payroll, long
hours, unbelievable demands— is poised to pay off. And right at this opportune moment, two
interlopers convinced someone I trusted, to give all of our hard work and reward— to them.

Mary Wolff and Melissa Doval have no real interest in Kairos. Further, they do not have the
experience necessary to bring the company to the finish line. This, for them, is a gamble that
​ oney and mine, they are doing it with.
they are more than willing to take— because it’s ​your m
They will never concede to my reinstatement because they know that they will immediately be
dismissed. It is my belief the Steven O’Hara has allowed himself to be manipulated, and is
currently following direction from two women who know absolutely nothing about face
recognition technology, the market, or effectively operating a startup. Yet, I suppose it’s not
impossible for me to believe that he let this happen— because I have to admit that in the end—
they manipulated me, too.

Because they have no real interest in the company, before they admit that they are in over their
heads and step aside, Melissa Doval and Mary Wolff will kill our company dead, step over its
carcass, and move onto their next victim.
The final decision will ultimately be:

Me + 1.25 million in new capital & a path through tranches to 13 million in new capital, over the
next 6 months…. plus my continued leadership and experience-- all contingent upon my
employment as CEO.


Melissa, Mary, Steve, & bankruptcy.

So if the decision to reinstate me as CEO ​does​ come down to you— be sure to make it with that
in mind.

Thank you for your time,

Brian Brackeen
President & CEO


For purposes of this analysis, those “Cause” allegations which have been made against Brian
Brackeen shall not be considered here. Those allegations are vigorously denied and contested
by Mr. Brackeen, and he will address those allegations later and present his full defense. But
for present purposes, to demonstrate objectively and definitively the current governance state of
play – even to those who claim and believe that “Cause” exists – we will put that dispute aside
for the moment.

Here’s the headline – Brian Brackeen is, today, the Chief Executive Officer of Kairos AR and a
member of its Board of Directors. He was never removed from either position because any
efforts in that regard were legally defective and existentially flawed. And by virtue of claiming
and acting to the contrary, the other members of the Board, together with the executive
management team, have engaged in a litany of conduct which is ill-advised, illegal and contrary
to the best interests of the Corporation and its stakeholders.

These are serious statements. They are not made frivolously or glibly. Here’s the rationale.


The certificate of incorporation filed on June 14, 2017, and the Voting Agreement with the same
date, together establish a Board of five (5) directors:
• NWA designates and elects one director, who is identified in the Voting Agreement as Stephen
M. O’Hara.
• There is one independent director, who is identified in the Voting Agreement as Michael
• The person serving as the CEO is a director, who is identified in the Voting Agreement as
Brian Brackeen.
• The Preferred holders have the right to fill an additional seat, as do the Common holders.
Both have been and are presently vacant.
The President and Chief Executive Officer serves at the pleasure of the Board of Directors.
That person may be terminated by the Board. Any such termination, however, requires a proper
action of the Board, which requires the calling of a meeting, or an action by unanimous written

Delaware law and the Corporation’s Bylaws require, in the case of the latter, unanimity. It’s fair
to assume that Mr. Brackeen never approved his termination in writing. Consequently, any such
termination would have required the proper calling of a meeting of the Board.

Any defect in that process, any flaw, means that any action purported to be taken was never
actually “taken.” It’s ineffective. In the law, we call that void ab initio. It means it never occurred.
What’s outlined below is not an academic technical dispute. It goes to the very heart of the
matter in dispute.

Convening a Meeting of the Board.

Section 3.7 of the Bylaws addresses Special Meetings. Let’s work through this:

“Section 3.7 Special Meetings. Special meetings of the Board of Directors may be called by the
president upon notice to each director; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two (2) directors.”

Mr. Brackeen is the President. Under the above, he could have called a meeting; he did not.

Alternatively, Mr. O’Hara and Mr. Gardner could have requested a meeting. But note that they
cannot simply call it on their own. Such a meeting, still, requires that it be called by the
president or secretary on the written request of such directors. There is no evidence that the
president or secretary called such a meeting, because neither the president nor the secretary
called such a meeting. The documented evidence shows that whatever meeting may or may
not have taken place was “brought about” by Mr. O’Hara and Mr. Gardner – ineffectively, and in
any case was not a Board Meeting. Defect #1.

Section 3.7 continues:

“Notice of any special meeting shall be given to each director at his business or residence in
writing, or by telegram, facsimile transmission, telephone communication or electronic
transmission (provided, with respect to electronic transmission, that the director has consented
to receive the form of transmission at the address to which it is directed). If mailed, such notice
shall be deemed adequately delivered when deposited in the United States mails so addressed,
with postage paid thereon prepaid, at least five (5) days before such meeting. If by facsimile
transmission or other electronic transmission, such notice shall be transmitted at least
twenty-four (24) hours before such meeting. If by telephone, the notice shall be given at least
twelve (12) hours prior to the time set for the meeting. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Board of Directors need be specified in
the notice of such meeting. A meeting may be held at any time without notice if all the directors
are present (except as otherwise provided by law) or if those not present waive notice of the
meeting in writing, either before or after such meeting."

Here is the sequence in which Mr. Brackeen’s purported termination unfolded, as evidenced by
emails, voicemails and written correspondence:

• On September 27, Mr. Brackeen, Mr. O’Hara and Mr. Gardner engaged in email discussion
about notifying employees about October payroll.
• Mr. O’Hara requested confirmation that a written notice regarding October payroll would be
provided to employees by Mr. Brackeen the following day.
• Mr. Brackeen confirmed that the employees were aware of the situation. He also confirmed
that he would speak to employees on Monday, the first day of the October payroll cycle.
• Mr. O’Hara then became insistent that the employees be provided a written notice of the
October payroll concern at some point the next day. If such a note had not been sent by 1 p.m.,
O’Hara threatened to hold an emergency Board meeting at 2 p.m. and send such a note:
This is the actual language from Mr. O’Hara’s email of September 27 at 9:21 PM:

“Please confirm that a note will go to all employees tomorrow. By cc, I am asking Mel to send
me a copy of that note and to confirm it has been sent. If one has not been sent by 1pm, I will
send a note under my and Mike’s signature advising employees of the situation and hold an
emergency board meeting at 2pm with or without you.”

• Mr. Brackeen confirmed that he would let the Board know by 4 p.m.
• Neither Mr. O’Hara nor Mr. Gardner spoke to Mr. Brackeen further about this or any other
matter. Instead, Mr. O’Hara sent a letter purportedly terminating Mr. Brackeen at 1:19 p.m. on
September 28.

To reiterate, the termination of Mr. Brackeen as President and Chief Executive Officer requires
an action of the Board properly taken. And Mr. Brackeen, as a member of the Board at this
point, would have been entitled to notice under law and under the Bylaws. The “threat” of calling
a meeting (which wasn’t properly called) is not notice. Section 3.7 sets a low bar for what
constitutes notice. Here, even that low threshold was not satisfied. To put it differently, just
because you “could” do something (because you have “the votes”) doesn’t mean you can ignore
corporate formalities and legal processes. Those are there for a reason and must be respected.
Defect #2.

Bottom line – these defects are self-evident and obvious. There is no alternative explanation or
rationale. Simply put, by failing to comply with basic standards of corporate governance, by
failing to comply with standards and protocols which are explicitly set out in the Bylaws and
which are hardly ambiguous or difficult to understand, Mr. O’Hara and Mr. Gardner failed to
accomplish that which they set out to accomplish and which they have been claiming to have
accomplished since, to wit, the termination of Mr. Brackeen as President and Chief Executive
Officer of Kairos AR.

And if Mr. Brackeen has not been terminated, that means, logically, that he remains the
President and Chief Executive Officer of the corporation.

To unwind the damage of these ineffective actions and the communications and steps taken
since is no small undertaking. It’s a devastating case of governance mismanagement. But Mr.
Brackeen has a plan, and that follows.

Next Steps, Part 1 – The Board of Directors

Before moving to that plan, it’s important to establish for the record another botched series of

Mr. O’Hara and Mr. Gardner’s position is that because Mr. Brackeen was terminated as Chief
Executive Officer, he is no longer on the Board. They point to Section 1.2(c) of the Voting
Agreement, which provides that the seat occupied by Mr. Brackeen is the seat filled by the Chief
Executive Officer. Consequently, they claim, by terminating Mr. Brackeen as Chief Executive
Officer, he was also thereby removed from the Board.

This analysis is flawed. As established above, Mr. Brackeen was never effectively terminated
as Chief Executive Officer. But even if he had been effectively terminated as Chief Executive
Officer, he would still be on the Board.

The Corporation’s certificate of incorporation is silent as to the “CEO seat” on the Board. The
Bylaws provide in Section 3.14 that “unless otherwise provided by the certificate of incorporation
or these bylaws, any director or the entire Board of Directors may be removed, with or without
cause, by the holders of a majority of shares entitled to vote at an election of directors.” This
suggests that only stockholders may remove directors.

This position is further bolstered by the Voting Agreement. The entire architecture of Article 1 of
the Voting Agreement is structured around the concept that the signatories thereto – the
Corporation’s stockholders – agree to vote their shares in a certain way. So Subsection 1.5 of
the Voting Agreement, which gets to removal, provides that all parties thereto agree to vote their
shares to remove from the Board anyone no longer qualified under Subsection 1.2 to serve.

So if Mr. Brackeen had been properly terminated as Chief Executive Officer of the Corporation,
the parties to the Voting Agreement would have been compelled to remove him as a director
and to have elected in his place the new Chief Executive Officer. But a stockholder vote was
still nonetheless required. Directors are elected – and removed – by the stockholders. Even if a
party is no longer qualified under the Voting Agreement to serve, that person is not
“automatically” removed, or removed by the remaining directors. There is no feature of the
certificate of incorporation, the Bylaws or the Voting Agreement which allows for that. A
stockholder vote is required – even if the result is hard-wired under the Voting Agreement.

So even if Mr. Brackeen had been properly terminated as Chief Executive Officer, he still would
be serving on the Board, today, as a stockholder meeting has not been called or convened to
change his status. Defect #3.

Next Steps, Part 2 – Where Do We Go from Here?

The Corporation and its stakeholders have not been well-served by Mr. O’Hara, Mr. Gardner or
the executive management team. We are several weeks into this poorly structured coup, and
we are left with a chaos entirely of their making. How do we move forward?

Mr. Brackeen proposes a meeting of the stockholders. At a time like this, starting with the
Corporation’s most important constituency, giving them a voice and an opportunity to be heard,
seems appropriate.

Section 2.5 of the Bylaws provides that “special meetings of the stockholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may
be called by the president.” Mr. Brackeen is the President, and he is going to call a meeting.

Section 2.6 of the Bylaws provides that “written notice of a special meeting stating the place,
date and hour of the meeting and the purpose or purposes for which the meeting is called, shall
be given not fewer than ten (10) nor more than sixty (60) days before the date of the meeting, to
each stockholder entitled to vote at such meeting.”

Mr. Brackeen shall comply with these provisions. There is one challenge.

Immediately after his purported termination, Mr. Brackeen, through counsel, requested that the
Corporation provide him with all existing governance and related corporate documents. This
includes an up-to-date capitalization table and stock ledger. This request has been ignored.
This is where your help is needed.

If you are a holder of at least 2.5M shares, Section 3 of the Investor Rights Agreement provides
you with inspection and information rights. Mr. Brackeen is calling on you to exercise those
rights, specifically in an effort to obtain a current and up-to-date capitalization table and stock
ledger with all contact information so that he may properly call and convene a meeting of the

Further to this point, and all the issues covered in this memo and otherwise, Mr. Brackeen is
hosting a telephonic meeting. It won’t be a formal meeting of the stockholders for purposes of
taking action, but it will be an opportunity for anyone who wishes to attend to do so, to reconnect
and re engage and discuss all of these issues and others with Mr. Brackeen.

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