Filing # 52683438 E-Filed 02/18/2017 03:38:03 PM. ELEVENTH JUDICIAL CIRCUIT MIAMI-DADE COUNTY, FLORIDA. CIVIL DIVISION CASE NO. PROGRESSIVE CARE, INC., a Delaware corporation, Plaintiff, v. MIDAM VENTURES, LLC, a Florida limited liability company, Defendant. / VERIFIED COMPLAINT AND REQUEST FOR TEMPORARY INJUNCTIVE RELI Progressive Care, Inc., for its Verified Complaint and Request for Temporary Injunctive Relief against Midam Ventures, LLC, alleges as follows: Jurisdiction and Venue 1. This is a civil action for damages in e: of $15,000, e: interest and costs. The Court has jurisdiction over this action. 2. Venue lies in this Circuit because the defendant is deemed by law to reside in this Circuit and it is where the causes of action pleaded herein accrued. Request for Temporary Injunctive Relief 3. Progressive Care, Inc.’s request for temporary relief is contained at pp. 6- 9, Paragraphs 18-24, of this Verified Complaint. The Reo sky Lae FROG - 4000 PONCE DE Leow BOULEVARD, SUITE 470 - CORALGABLES, Lenn 9140Parties 4, Progressive Care, Inc. (Progressive) is a Delaware corporation with its principal place of business located in Miami-Dade County, Florida. 5. Midam Ventures, LLC (Midam) is a Florida limited liability company with its principal place of business located in Miami-Dade County, Florida. Business Relationship Between Progressive and Midam 6. Progressive, through its wholly-owned subsidiary, PharmCo, LLC, is a health services organization and provider of prescription pharmaceuticals specializing in health practice risk management, compounded medications, the sale of anti-retroviral medications and related medication therapy management, and the supply of prescription medications to long term care facilities. Progressive’s common stock is traded over the counter, and transactions are reported on the “Pink* Open Market,” online at http:/www.otemarkets.com. 7. Midam is a public relations firm with a focus on “investor relations” (IR). Its website states: “Through our network of investment bankers, institutional funds, and financial media relationships, MIDAM effectively conveys our client's investment potential.” hitp://midamir.com/services/investor-relations/, last sssed Feb. 15, 2017. 8. In 2015, Midam agreed to provide investor relations services to Progressive. As part of that agreement, Progressive issued Midam 20,000,000 shares of Progressive common stock, which, under the U.S. securities laws, were not “Tae BeosKY LAWFIRM - 4000 Ponce DE Low Bow yeNARD, SUITE. - CORAL GABLES, FLORIDA 9146freely tradable by Midam for one year. After the passage of one year, Midam sold 10,000,000 shares, leaving it with 10,000,000 shares on or about February 8, 2017. 9. By agreement dated October 26, 2016, Midam and Progressive executed a new IR agreement (“Agreement”). A true and correct copy of the Agreement is attached hereto as Exhibit “A” and is incorporated herein by reference, The Agreement calls for Midam to provide IR services to Progressive. The Agreement was drafted by Midam 10. For Midam’s services, the Agreement provides that Progressive would pay Midam $7,500 per month and would issue Midam 3,000,000 shares of common stock. Progre ‘ive has fulfilled those contractual obligations. Under the U.S securities laws, the 3,000,000 shares are not freely tradable (tradable on the open market) by Midam for one year, i.e., until October 26, 2017. 11. The Agreement provides for restrictions on the sale of Progressive shares held by Midam under the following “Leak Out Clause”: Once shares are mature, MIDAM agrees to a Leak Out Clause of no more than 50,000 shares sold per day unless otherwise agreed to, in writing, by both parties, The Leak Out Clause shall apply to all shares previously issued to MIDAM with sales of shares to be effectuated on or after the dates of this agreement. In non-IR lingo, this provision means (a) that when the restriction that arises under the federal securities laws on sales of the 3,000,000 shares ends, Midam will be barred by the contract from selling more than 50,000 shares per day, and (b) that the 50,000 share-per-day sales restriction applies both to the 10,000,000 shares left from the 20,000,000 shares issued to Midam under the 2015 agreement and to the “Tae BeosKY LAWFIRM - 4000 Ponce DE Low Bow yeNARD, SUITE. - CORAL GABLES, FLORIDA 9146