-Hi Eli

Thank you for taking the time to pull this together.

I was speaking with a mentor last night who shared the history of his company (a Cybersecurity tech firm in Mass). He is currently Co-Founder, President and CEO with his partners serving as Co-Founder and COO and Co-Foudner and CTO. The CTO came up with the original concept and did most of the early product development. He realized that while his idea was technically sound, he did not have the business breadth, network nor resources to successfully bring it to market. This is when the CTO found business development and operations partners to build what has evolved into a complementary leadership team and very successful business. True story.

The attached document would be more appropriate if you were further along when we started working together. Over the past couple of months, Rob and I have taken a pre-functional concept and created an actionable productization and monetization strategy. We created the framework for the first Patent Shell business plan. We connected you with resources that you were unlikely to find on your own, to include your first potential investor. We have provided guidance, insight and advice at no cost as we discussed how we would partner to bring Patent Shell to market. The attached document does not reflect the tone nor direction of the many conversations that we have had over the past couple of months.

The agreement that you shared outlines a model where Rob and I are responsible for the majority of the activities required to bring Patent Shell to market. The creation of technology is not that challenging nowadays as there are many hobbyists with prototypes running on their laptops. Getting that app, product, service or next ‘big thing’ commercialized, brought to market and in front of customers is typically the biggest challenge. This is the expertise that Rob and I bring to a partnership. I often speak with brilliant people with really great ideas that are never brought to market because they fail to recognize the importance of partnering to build a complementary skilled team that can transform their ideas into products, services, offerings and ultimately a business.

Again, I do appreciate the time you put into this agreement but unfortunately I will have to decline. The process of negotiation is not lost on me, but given the current state of this agreement, we are not close to a negotiation starting point. Please understand that I do not speak for Rob.

It has been an insightful couple of months and I wish you nothing but the best!