An Abusive Relationship

"If the only devops guy quits the company is out of business." - [permission pending]

Tenure: 5 years 6 months. Role: Chief Information Officer. Stake: 0.464%

How to deal with an ex who refuses to let you go and live your life? Who shows up months after you think you were done, does something stupid like keying your car or burning your house down and then refuses to even acknowledge you?

I feel like I'm still stuck in this abusive relationship that I thought was over. Mental health is no joke, my road to recovery was long and arduous, and I will not allow them to set me back again.

3 years and 4 months after Private Internet Access Inc first threatened me with the FBI and ruining my life and 18 months after I was finally able to leave, they are now back to seek some more attention and deal some more abuse.

You want my attention. You have it. You can hold the abuse.

Imagine working hard to make a clean exit for months only to find out they now own you for another 5 years.

From: Gaurav Giri 
Date: Thu, Dec 5, 2019 at 18:58
Subject: Requests for changes to contracts being circulated and signed
To: Ted Kim , Richard Lee , J. Arsenault 

Dear Ted, Richard and John

I have been employed at LTM(H) since January 5, 2015, through several contracts and amendments, I have never been subject to a non-compete clause.

Starting in August 2018, then in May 2019 when I informed Andrew, then in July 2019 when I informed the group of execs in Las Vegas (Andrew, Ted, Richard, John and Steve were present), I have expressed the desire to be relieved from my duty and to go into a support / advisory role if, and for as long as, the company desires. I have made my intent clear several times.

During the run up to the deal being finalized, I reiterated my desire to minimize my involvement. The words “key man”, “dealbreaker”, “must sign for deal to happen” came up regularly.

On November 14, 2019, during the rush of the “deal being signed”, there were several documents circulated, with suggestions that “they are going to sign the deal tomorrow am”, “you must sign these today”. Everyone signed the documents.

Several days / weeks later, I learned for the first time on a call that one of the contracts (CIIAA) includes a 5 year non-compete clause and everyone is working to have it reduced to 2 years.

There is nothing wrong with any of the clauses and language in any of the contracts. It is standard legalese and I understand that the company is trying to protect itself and minimize its exposure.

At the same time, I do not find the new terms acceptable, and find no reason to subject myself to these conditions.

The clauses I will not agree to are as follows:
1. CIIAA - Section 4 - “Non-Competition Agreement” - This needs to be removed, not just reduced.
2. IC Amendment - Section 1 - “Term and Termination” - Causes (c) and (e) need to be removed.

The clauses that need additional detail are as follows:
1. IC Amendment - Section 1 - “Term and Termination” - Does Contractor retain the right to terminate the Agreement after the transition phase?

I hope you will find this acceptable.

I am fully committed to doing what is necessary for a successful transition.

However, I will not commit to things that I find unacceptable or will not be able to deliver.

Gaurav Giri
Chief Information Officer
London Trust Media Holdings, Inc.

I'm still the same person

From: Gaurav Giri 
Date: Fri, Dec 6, 2019 at 1:41 AM
Subject: Re: Requests for changes to contracts being circulated and signed

there is no compromise.

I have considered all possibilities.

the response can range from the company suing and bankrupting me, to calling the merger off, and everything else in between. they are all acceptable.

I have 4/6 of my shares vested, the remaining 2/6 will vest immediately on the change of ownership. they may block that. that is acceptable.

the company may choose to forfeit my vested 4/6 shares, they have a "for cause" provision. that is acceptable.

I have nothing to lose.

Unfortunately, nothing seems to have changed at Private Internet Access Inc either.

Kape promised things will improve. I'm glad I did not trust them.

My demands were simple:

I didn't think it was too much to ask, yet they have failed.

Questions for Private Internet Access Inc and Kape Technologies PLC:

  1. What is the total amount you owe me that you are witholding? My share is 0.464%.
  2. What is the reason for this hold?
  3. Are all shareholders affected or am I special?
  4. Do you feel you are in control?

More to come: