Filing # 113560846 E-Filed 09/17/2020 06:24:52 PM IN THE CIRCUIT COURT OF THE TENTH JUDICIAL CIRCUIT, IN AND FOR POLK COUNTY, FLORIDA CIVIL DIVISION TOP KNOT INC USA a Florida corporation Plaintiff Case No. Div vs. VG LIFE SCIENCES, INC, a foreign corporation Defendant, / COMPLAINT FOR DAMAGES Comes Now the Plaintiff, Top Knot Inc, USA, by and by and through its undersigned attorney, and hereby sues the Defendant for damages and in support would state: GENERAL ALLEGATIONS 1. This is an action for damages in excess of $30,000 exclusive of costs and fees. 2 Plaintiff is a foreign corporation that transacts business in Polk County 3. Defendant (VGLS) is a publicly-traded foreign corporation transacting business in the state of Florida, 4, Venue is proper before this court on contractual and jurisdictional grounds. COUNT, BREACH OF CONTRACT-HAAS NO* 5. On or about August 17, 2018, the Defendant was in need of professional services in the form of management, administrative services, business development, Chief Executive Officer services, reviewing business plans, strategies, budgets, proposed transactions, marketing and sale of VGLS assets or products, and other plans for the purpose of advancing the success of the VGLS and any and all other Management Services as required 2020CA-002881-0000-00 Received in Polk 09/17/2020 0: 9PM6, Defendant and Richard Haas (original creditor) executed a written agreement wherein Plaintiff would provide said services for a 5-year term in exchange for monetary renumeration. ‘The agreement included a provision where if Defendant terminated Haas prior to the end of the term, Defendant was financially obligated to pay him an additional cash penalty. 7. The transaction was memorialized in August of 2018. (See Exhibit A). 8. Haas in fact commenced with providing said services for the benefit of Defendant. However, VGLS has failed to make any payments as required under the agreement, Haas provided Defendant with a written invoice. (See Exhibit “B”). 9. On or about August 15, 2020, Plaintiff purchased original creditor's claims in exchange for cash now stands in the shoes of the creditor for purposes of collection litigation. At the time of the assignment, original creditor's claims were virtually worthless and assignee provided invaluable services including the acquisition of a viable revenue-generating business that in original creditor's estimation would bring value to the Defendant. (See Exhibit “C”) 10, All conditions precedent have been satisfied or waived. Defendant’s failure to pay the note constitutes a breach of the agreement. 11, Defendant’s failure to pay the note caused the original creditor direct financial damages, 12. The Claims Purchase Agreement now allows the Plaintiff to seek recovery of those financial damages, 13. PlaintifY has retained the undersigned counsel to litigate this matter and owes him a reasonable fee for his services. 14, Plaintif¥ is entitled to reimbursement for its attomey’s fees pursuant to the agreement between the Defendant and creditor. 15. Plaintiffis entitled to a trial by jury on all issues so triable under the Florida and US 2020CA-002881-0000-00 Received in Polk 09/17/2020 08:19 PM.Constitutions 16. Plaintiffis entitled to recover the principle and accrued interest under the terms of the note. WHEREFORE, the Plaintiff respectfully requests that this Honorable court enter a judgment in its favor and award it damages plus attomney’s fees and costs, allow it a trial by jury on all issues so triable, and all further relief deemed just and proper. 17. Plaintiff re-alleges and re-affirms paragraphs 1-4 and 13-16 above and would further state: 18. Original creditor provided valuable services to Defendant. That resulted in a benefit to the Defendant. 19. Defendant has acknowledged said benefit. 20. Defendant’s failure to pay original creditor or Plaintiff constitutes unjust enrichment i the form of un-repaid capital and therefore constitutes a legitimate claim and acquisition 21. Plaintiff stands in the shoes of and has purchased the rights to collect the monies due under the agreement between creditor and Defendant. WHEREFORE, the Plaintiff respectfully requests that this Honorable court enter a judgment in its favor and award it damages plus including attorney’s fees and costs, allow it a trial by jury on all issues so triable, and all further relief deemed just and proper. 2020CA-002881-0000-00 Received in Polk 09/17/2020 08:19 PM.Respectfully Submitted, S/ Mark E, Pena Mark E, Pena, Esq (FBN 6254) ‘The Law Office of Mark E. Pena 4230 So. MacDill Ave. Suite I Tampa, FL 33611 (813)258-1288-telephone (813)831-1143-facsimile Attorney for the Plaintiff PLAINTIFF COUNSEL'S DESIGNATION OF EMAIL ADDRESSES PURSUANT TO FLORIDA RULE OF JUDICIAL ADMINISTRATION 2.516 Counsel for the Plaintiff, by and through its undersigned counsel, files this designation of email addresses pursuant to Florida Rule of Judicial Administration 2.516 as follows. Primary. Secondary’ The certificate of service in this matter should reflect those addresses on all future filings /S) Mark E, Pena Mark E, Pena, Esq (FBN 6254) The Law Office of Mark E. Pena 4230 So. MacDill Ave. Suite I Tampa, FL 33611 (813)258-1288-telephone (813)831-1143-facsimile Attorney for the Plaintif 2020CA-002881-0000-00 Received in Polk 09/17/2020 08:19 PM.