IN THE CHANCERY COURT FOR MADISON COUNTY, TENNESSEE

RICHARD REITZ and

DHARMESH S. PATEL, M.D.
individually and as derivative action plaintiffs,
Plaintiffs,

v. No. 74895

JEFFREY WALTER YOUNG, JR.,

and PREVENTAGENIX LLC,
Defendants.

AMENDED COMPLAINT FOR CONVERSION, TO ENJOIN ANiflt£"COVERi''C)'j~7T:Ti~ffc<:·----- .. -- . . --.

IMPROPER DISTRIBUTIONS, TO SET ASIDE ULTRA VIRES ACTIONS, FOR
BREACHES OF FIDUCIARY DUTY, TO REQUIRE ACCESS TO LIMITED
LIABILITY COMPANY RECORDS, TO REQUIRE DISBURSEMENT OF PROFITS
AND DISTRJBUTIONS, AND FOR WITHDRAW AL OR EXPULSION FROM OR
DISSOLUTION OF LIMITED LIABILITY COMPANY AND PAYMENT OF FAIR
MARKET VALUE OF MEMBERSHIP INTEREST

Comes now the Plaintiffs, Richard Reitz and Dharmesh S. Patel, individually and as

derivative action plaintiffs on behalf of PreventaGenix, LCC, and for their Amended Complaint

against the defendants respectfully states unto the Court as follows:

I. JURISDICTION AND VENUE

1. Plaintiff Richard Reitz ("Mr. Reitz"), is an adult citizen and resident of Riverside County,

California,

2. Plaintiff Dhannesh S. Patel, M.D. (''Dr. Patel") is an adult citizen and resident of Shelby

County, Tennessee

3. Defendant Jeffrey Walter Young, Jr. ("Mr. Young") is an adult citizen and resident of

Madison County, Tennessee

4. Defendant PrevcntaGenix LLC ("PreventaGenix") is a Tennessee limited liability

company ("LLC") having its principal place of business located at 162 Murray Guard Drive

#A. Jackson. Tennessee 38305, and which can be served through its registered agent for
 service of process. Christopher Hayden, at 45 Murray Guard Drive, Jackson, Tennessee

38305.

5. This lawsuit arises from the membership interests and management of PreventaGenix,

which has its principal place of business in Madison County, Tennessee.

6. This Court has jurisdiction of the instant case pursuant to Tenn. Code Ann.§§ 16-11-102

& 103 and Tenn. Code Ann.§ 48-249-506.

7. Venue in the instant case is properly found in Madison County, Tennessee, pursuant to

Tenn. Code Ann.§§ 20-4-101 & 104 and Tenn. Code Ann.§ 48-249-506.

11. FACTS

8. Mr. Reitz, Mr. Young, and Dr. Patel (collectively, the "Members") organized

PreventaGenix on July 3, 2014.

9. PreventaGenix is a Tennessee limited liability company and is governed by the Tennessee

Revised Limited Liability Company Act, Tenn. Code Ann. §§ 48-249-10 l et seq.

10. PreventaGenix was formed for the purpose of operating a medical clinic providing

preventative care treatment.

11. The Members each contributed Forty Thousand Dollars ($40,000) capital to

PreventaGenix.

12. The Members each own one-third {1/3) of the outstanding membership interests of

PreventaGenix.

13. Mr. Reitz is currently a member of PrcvcntaGenix and owns one-third ( l /3) of the

outstanding membership interests of PreventaGenix.

14. Dr. Patel is currently a member of PreventaGenix and owns one-third (l/3) of the

outstanding membership interests of PreventaGenix.

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 15. The Members did not sign an operating agreement for Preventafienix.

16. Pursuant to Tenn. Code Ann.§ 48-249-304(b), "If the LLC documents do not provide for

allocations of profits and losses, profits and losses shall be allocated among the members

and holders of financial rights in equal shares."

17. The Members are entitled to share in the profits of PreventaGenix one-third each.

18. The Members each personaJiy guaranteed credit and lease obligations of PreventaGenix.

19. The Members authorized PreventaGenix to open two bank accounts at First Tennessee

Bank and Regions Bank, and all three of the Members were signatories on said bank

accounts.

20. Mr. Young, rn addition to being a member of PreventaGenix, was employed by

PreventaGenix as a nurse practitioner.

21. The Members agreed that Mr. Young was to receive a salary of Seventy-Five Thousand

Dollars ($75,000.00) per year from PrevenraGenix for working full-time for PreventaGenix

as a nurse practitioner.

22. Beginning in November 2014, and continuing to the present date, Mr. Young wrongfully

has excluded Mr. Reitz from the management of PrevcntaGenix.

23. Mr. Young wrongfully has refused to allow Mr. Reitz access to records of PreventaGenix,

in violation of Tenn. Code Ann.§§ 48-249-308 and 406.

24. Tenn. Code Ann. § 48-249-308 provides:

{a) General. An LLC shall provide members, and their agents and
attorneys, access to its records at the LLC's principal executive office or
other reasonable location specified in the LLC documents. An LLC shall
provide former members, and their agents and attorneys, access to records
for proper purposes pertaining to the periods during which they were
members. The right of access provides the opportunity to inspect or copy
records during ordinary business hours, if the member, or its agent or
attorney, gives the LLC written notice of such demand at least five (5)

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business days before the date on which the member, or its agent or attorney,
wishes to inspect or copy. An LLC may impose a reasonable charge, limited
to the costs of labor and material, for copies of records furnished under this
subsection (a), except that copies of the LLC documents and records
required to be maintained under § 48-249-406 shall be copied upon demand
and at the LLC's expense.

(b) Members. An LLC shall furnish to a member and to the personal

representative of a deceased member or member under legal disability:
(I) Without demand, information reasonably required to comply
with the requirements of either federal or state tax laws concerning
the member's financial rights, if any, and information concerning the
LLCs business or affairs reasonably required for the proper exercise
of the member's rights and performance of the member's duties
under the LLC documents or this chapter; and
(2) On written demand, other information concerning the LLC's
business or affairs, except to the extent the demand or the
information demanded is unreasonable or otherwise improper under
the circumstances.

(c) Holders of financial rights. Holders of financial rights, and their agents
and attorneys, shall have a limited right of access, in order to obtain
information reasonably required to comply with the requirements of either
federal or state tax laws concerning their financial rights. The right of access
provides the opportunity to inspect or copy records for such purpose during
ordinary business hours, if the holder of financial rights, or its agent or
attorney, gives the LLC written notice of a demand to inspect or copy the
records at least five (5) business days before the date on which the holder
of financial rights, or its agent or attorney, wishes to inspect or copy. An
LLC may impose a reasonable charge, limited to the costs of labor and
material, for copies of records furnished.

(d) Remedies. If an LLC does not allow a member that complies with
subsectionra), or a holder of financial rights that complies with subsection
(c), as applicable, to inspect or copy any records required by the applicable
subsection to be available for inspection, a court in the county in which the
principal executive office of the LLC, or, if none in this state, its registered
office, is located may summarily order inspection or copying of the records
demanded, at the expense of the LLC, on application of such member or
holder of financial rights, as applicable. If the court orders inspection or
copying of the records demanded, it shall also order the LLC to pay the
costs, including reasonable attorneys fees, of the member or holder of
financial rights, as applicable, incurred to obtain the order, if the member or
holder of financial rights proves that the LLC refused inspection without a
reasonable basis for doubt regarding the right of the member or bolder of
financial rights to inspect the records demanded. If the court orders

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 inspection or copying of the records demanded, it may impose reasonable
restrictions on the use or distribution of the records by the demanding
member or holder of financial rights, as applicable.

25. Tenn. Code Ann. § 48-249-406 provides:

An LLC shall keep. at its principal executive office or at another place or

places within the United States determined by the members of a member-
managed LLC, the managers of a manager-managed LLC, or the directors
of a director-managed LLC:
(I) A current list of the full name and last known business, residence
or mailing address of each member. each manager or director, as
applicable, and each officer, if any, of the LLC, together with the
taxpayer identification number of each member of the LLC;
(2) A current list of the full name and last known business, residence
or mailing address of each holder of financial rights of the LLC, and
a description of the financial rights held, together with the taxpayer
identification number of each holder of financial rights of the LLC;
(3) A copy of the articles of the LLC and all amendments to the
articles;
(4) A copy of any currently effective written operating agreement
of the LLC;
(5) Copies of the LLC's federal, state and local income tax returns
and reports, if any, for the three (3) most recent years;
(6) Financial information sufficient to provide true and full
information regarding the status of the business and financial
condition of the LLC for the three (3) most recent fiscal years;
(7) Records of all proceedings of the members and of the holders,
if any, of the LLC;
(8) Any written consents obtained from the members or from the
holders, if any, oftbe LLC;
(9) Records of all proceedings of the managers or board of directors,
as applicable, of the LLC for the last three (3) years;
(10) A statement of all contributions accepted by the LLC under§
48-249-301, the identity of the contributor and the agreed value of
each contribution;
( 11) A copy of all contribution agreements created under § 48-249-
30 I to which the LLC is bound; and
( 12) A copy of the LLC's most recent annual report filed with the
secretary of state under§ 48-249-1017.

26. On June 24, 2015, Mr. Reitz, by and through counsel, sent a Jetter to Christopher Hayden,

attorney for PreventaGenix, requesting access to the financial records of PreventaGenix

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 and demanding to share in the profits and management of PreventaGenix. A true and

correct copy of said letter is attached hereto as ExhibitA.

27. Mr. Young has caused PreventaGenix to disburse money to pay Mr. Young's personal

expenses, which expenses were not business expenses of PreventaGenix.

28. Mr. Young has taken pay from PreventaGenix in excess of Mr. Young's salary authorized

by the Members.

29. Mr. Young has caused PreventaGenix to pay the personal expenses of other employees of

PreventaGenix, which expenses were not business expenses of PreventaGenix.

30. Mr. Young has allowed a debit card in the name of Mr. Reitz for PreventaGenix's first

bank account at Regions Bank to be activated, and Mr. Young or some other person, with

Mr. Young's knowledge and permission, has used said debit card in the name of Mr. Reitz

to make purchases and withdraw funds from PreventaGenix 's bank account.

31. Mr. Young has opened a new bank account in the name of PrcvcntaGcnix at Regions Bank

and set up said bank account with only himself and employee Kristie Gutgsell as

signatories and without Mr. Reitz or Dr. Patel as signatories.

32. Mr. Young has caused PreventaGenix to improperly pay for health insurance of some of

its employees, but not all its employees.

33. Mr. Young has received cash payments for services he provided through PreventaGenix,

and such payments have not been deposited into the business.

34. Mr. Young has conducted himself in the community in a manner which has banned the

reputation of PreventaGenix and impaired the value of PreventaGenix.

35. Upon information and belief, Mr. Young has caused PreventaGenix to fail to pay payroll

and employment taxes when due.

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36. Upon information and belief, Mr. Young has caused PreventaGenix to pay individuals for

services without said individuals being employees of PrcventaGenix and without issuing

I 099 forms for payments to said individuals.

37. Mr. Young has overstaffed PreventaGenix in excess of industry norms for the type of

medical services which PreventaGenix requires, thereby reducing the profitability of

PreventaGenix.

38. Mr. Young has refused to provide financial accounting of PreventaGenix to Mr. Reitz.

39. Mr. Young has not disbursed their proper respective shares of the profits of PreventaGenix

to Mr. Reitz and Dr. Patel.

40. Mr. Reitz has not received any disbursements from PreventaGenix, and Dr. Patel has

received only one Five Thousand Dollars ($5,000.00) payment from Preventafienix on

behalf of Mr. Young for money that Dr. Patel was owed from Premier Cardiovascular

Consultants, LLC, another LLC in which Dr. Patel, Mr. Reitz, and Mr. Young were

members.

41. Upon information and belief, PreventaGenix bas failed to file a year 2015 federal income

tax return.

42. PreventaGenix has failed to issue a Schedule K-1 to Mr. Reitz or to Dr. Patel for year 20 I 5

showing Mr. Reitz's and Dr. Patel's shares of the profits or losses of PreventaGenix.

43. On April 26, 2016, Mr. Reitz, by and through counsel, sent a Jetter to Christopher Hayden,

attorney for PrevcntaGenix, inquiring if PreventaGcnix had filed a 2015 federal income tax

return and requests a copy of same, a Schedule K-1 for Mr. Reitz. and copies of the

underlying reports and financial information of Preventagenix. A true and correct copy of

said letter is attached hereto as ExhibitB.

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44. To date, no 2015 federal income tax return for PreventaGenix or Schedule K-1 has been

provided to Mr. Reitz or Dr. Patel.

45. Mr. Young may have committed other improper acts which are not known to Mr. Reitz

and/or Dr. Patel currently, because Mr. Young has not allowed Mr. Reitz access to the

books and records of PreventaGenix.

Ill. CAUSE OF ACTION 1 - CONVERSION

46. Mr. Reitz and Dr. Patel reaJlege and incorporate Paragraphs l through 45 of this Complaint

as if set forth herein in full.

47. The actions of Mr. Young as set forth herein constitute wrongful conversion of the assets

of PreventaGenix.

48. PreventaGenix is entitled to recover a monetary judgment against Mr. Young for the value

of the assets converted by Mr. Young, and Mr. Reitz and Dr. Patel, as members owning

one-third each of the membership interests of PreventaGcnix, are entitled to receive a one-

third share each of said amount.

49. In the alternative, Mr. Reitz and Dr. Patel are entitled to monetary judgments against Mr.

Young for one-third each of the value of the assets converted by Mr. Young.

IV. CAUSE OF ACTION 2 - IMPROPER DISTRIBUTIONS

50. Mr. Reitz and Dr. Patel reallege and incorporate paragraphs l through 49 of this complaint

as if set forth herein in full.

51. The actions of Mr. Young as set forth herein constitute improper distributions to Mr.

Young, in violation of Tenn. Code Ann.§ 48-249-306.

52. Tenn. Code Ann. § 48-249-306 provides:

(a) Restriction on distributions. No distribution may be made by an LLC,

if, after giving effect to the distribution:

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 (I) The LLC would not be able to pay its debts as they become due
in the ordinary course of business; or
(2) The LLC's total assets would be less than the sum of its total
liabilities, other than liabilities for which the recourse of creditors is
limited to specified property, plus the amount that would be needed,
if the LLC were to be dissolved, wound up and terminated at the
time of the distribution, to satisfy the preferential rights upon
dissolution, winding up and termination of members and holders of
financial rights, whose preferential rights are superior to those
receiving the distribution; provided, however, that the value of
property that is subject to a liability for which the recourse of
creditors is limited shall be included in the total assets of the LLC,
only to the extent that the value of the property exceeds such
liability.

(b) Basis for determination. An LLC may base a determination that a

distribution is not prohibited under subsection (a) on financial statements
prepared on the basis of accounting practices and principles that are
reasonable in the circumstances, or on a fair valuation or other method chat
is reasonable in the circumstances.

(c) Timing of determination. Except as otherwise provided in subsection

( f), the effect of a distribution under subsection (a) is measured:
( I ) In the case of distribution by purchase, redemption or other
acquisition of a membership interest or financial rights in an LLC,
as of the date money or other property is transferred or debt incurred
by the LLC; and
(2) In all other cases, as of the date the:
(A) Distribution is authorized, if the payment occurs within
four (4) months after the date of authorization; or
(B} Payment is made, if it occurs more than four (4) months
after the date of authorization.

(d) Parity of indebtedness. Indebtedness of an LLC to a member or holder

of financial rights, or indebtedness incurred by reason of a distribution made
in accordance with this section, is at parity with the LLC's indebtedness to
its general, unsecured creditors, except to the extent such indebtedness is
subordinated by agreement, or, in the event of dissolution and liquidation,
to the extent otherwise provided in § 48-249-620.

(e) Status as liability. Indebtedness of an LLC, including indebtedness

issued in connection with. or as part of, a distribution, is not considered a
liability for purposes of determinations under subsection (a), if its terms
provide that payment of principal and interest are made only if, and to the
extent that, payment of a distribution to members and holders of financial
rights could then be made under this section.

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 (f) Treatment of payments. If the indebtedness is issued as a distribution,
each payment of principal or interest on the indebtedness is treated as a
distribution, the effect of which is measured on the date the payment is
made.

53. Tenn. Code Ann. § 48-249·307 provides:

(a) Personal liability for approving. A member, manager or director of an

LLC who votes for or consents to a distribution made in violation of§ 48-
249-306 or the LLC documents is personally liable to the LLC for the
amount of the distribution that exceeds the amount that could have been
distributed without violating § 48-249-306 or the LLC documents, if such
member, manager or director did not comply with the applicable standards
of conduct for such member, manager or director, as set forth in § 48-249-
403.

(b) Personal liability for receiving. A member or holder of financial rights

who receives a distribution, and who knows the distribution was made in
violation of§ 48-249-306 or the LLC documents, is personally liable to the
LLC, but only to the extent that the distribution received by the member or
holder of financial rights exceeded the amount that could have been
properly distributed under§ 48~249-306 or the LLC documents.

(c) Permitted impleader. A member, holder of financial rights, manager or

director against whom an action is brought under this section may imp1ead
in the action all:
( 1) Other members, holders of financial rights, managers and
directors who voted for or consented to the distribution in violation
of subsection (a}, and may compel contribution from them: and
(2) Members and holders of financial rights who received a
distribution in violation of subsection (b), and may compel
contribution from the members or holders of financial rights in the
amount received in violation of subsection (b),

(d) Time limitation. A member or holder of financial rights who receives a

distribution from an LLC or a member, manager or director who votes for
or consents to the distribution shall have no liability under this section or
other applicable law for the amount of the distribution after the expiration
of three (3) years from the date of the distribution.

54. Pursuant to Tenn. Code Ann. § 48-249-307(a), Mr. Young is personally liable to

PreventaGenix for amount of the distributions that exceed the amounts that could have

been distributed without violating § 48-249-306.

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55. Pursuant to Tenn. Code Ann. § 48-249-307{b), Mr. Young is personally liable to

Preventagenix to the extent that the distribution Mr. Young received exceeded the amount

that could have been properly distributed under Tenn. Code. Ann. § 48-249-306.

56. Mr. Reitz, Dr. Patel, and/or PreventaGenix are entitled to a court order enjoining Mr.

Young from causing PreventaGenix to make distributions to Mr. Young in violation of

Tenn. Code Ann. § 48-249-306.

57. PreventaGenix is entitled to recover a monetary judgment against Mr. Young for the

improper distributions made and received by Mr. Young, and Mr. Reitz and Dr. Patel, as

members owning one-third each of the membership interests of PreventaGcnix, arc entitled

to receive a one-third share each of said amount

58. In the alternative, Mr. Reitz and Dr. Patel are entitled to monetary judgments against Mr.

Young for one-third each of the improper distributions made and received by Mr. Young.

V. CAUSE OF ACTION 3 - ULTRA VIRES ACTIONS

59. Mr. Reitz and Dr. Patel reallege and incorporate paragraphs I through 58 of this complaint

as if set forth herein in full.

60. The actions of Mr. Young and the actions which Mr. Young has caused PrcventaGenix to

take, as set forth herein, constitute ultra vires actions of PreventaGenix.

61. Pursuant to Tenn. Code Ann.§ 48-249-IOS(b)(l) and (b)(2) a limited liability company's

power to act may be challenged in a proceeding by a member against the limited liability

company to enjoin the act or derivatively against a member of the limited liability

company, and pursuant to subsection (c), the court may enjoin the unauthorized limited

liability company act.

62. Tenn. Code Ann. § 48-249-105 provides:

1I
 (a} Limit on power to challenge. Except as provided in subsection (b), the
validity of an LLC's action may not be challenged on the ground that the
LLC lacks or lacked the power to act.

(b) Challenge of power. An LLC's power to act may be challenged in a

proceeding by:
(I) A member against the LLC to enjoin the act;
(2) The LLC, directly, derivatively or through a receiver, trustee or
other personal representative, against an incumbent or former
director, manager, employee, agent or member of the LLC, as
applicable; or
(3) The attorney general and reporter under§ 48-249-617.

{ c) Derivative action. In a member's proceeding, under subdivision (b )(1 ),

to enjoin an unauthorized LLC act, the court may enjoin or set aside the act,
if equitable, and if all affected persons are parties to the proceeding. and
may award damages for loss suffered by the LLC or another party because
of enjoining the unauthorized act.

63. Tenn. Code Ann.§ 48-249-801 provides:

(a) Manager-managed or director-managed LLC. A member or holder of

financial rights of a director-managed LLC, or of a manager-managed LLC.
may bring a proceeding in the right of an LLC to recover a judgment in its
favor, if:
(I) The member or holder of financial rights. as applicable, was a
member or holder of financial rights of the LLC when the
transaction complained of occurred; or
(2) The member or holder of financial rights, as applicable. became
a member or holder of financial rights through transfer by operation
of law, from a person who was a member or holder of financial
rights, as applicable, when the transaction complained of occurred.

(b) Member-managed LLC. A member or holder of financial rights of a

member-managed LLC may bring a proceeding in the right of an LLC to
recover a judgment in its favor, if members or other persons with authority
to do so have refused to bring the proceeding, or if an effort to cause those
members or other persons to bring the proceeding is not likely to succeed.

64. Mr. Reitz and Dr .. Patel rightfully bring this proceeding individually and as derivative

plaintiffs, pursuant to Tenn. Code Ann.§§ 48~249-JOS(b)(l) & (2) and 801(b).

65. Tenn. Code Ann. § 48-249-802 provides:

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 A complaint in a proceeding brought in the right of an LLC shall allege with
particularity the demand made, if any, to obtain action by the directors,
managers, officers, members or other persons with the authority to act, as
applicable, and either that the demand was refused or ignored, or why the
member or holder of financial rights, as applicable, did not make the
demand.

66. Letters demanding Mr. Reitz's share of the LLC's profits, access to reports and financial

records, and participation in the management of the LLC are attached hereto as Exhibit A

and ExhibitB.

67. If Mr. Reitz's and Dr. Patel's proceeding as derivative plaintiffs is successful in whole or

in pan, the court may grant Mr. Reitz and Dr. Patel any equitable relief it considers just

and reasonable, and may award Mr. Reitz and Or. Patel their reasonable expenses,

including reasonable attorney's fees, pursuant to Tenn. Code Ann. § 48-249-804 and 805.

68. Tenn. Code Ann. § 48-249-804 provides:

(a) Defendant's expenses. On termination of the proceeding, the court may

require the plaintiff to pay any defendant's reasonable expenses. including
attorneys' fees, incurred in defending the proceeding. if it finds that the
proceeding was commenced without reasonable cause.

(b) Plaintiffs expenses. If a derivative proceeding is successful in whole or

in part, or if anything is received by the plaintiff as a result of a judgment,
compromise or settlement of any such proceeding, the court may award the
plaintiff its reasonable expenses, including reasonable attorneys' fees. If
anything is so received by the plaintiff, the court shall make such award of
the plaintiffs expenses payable out of those proceeds and direct the plaintiff
to remit to the LLC the remainder of anything received. and if those
proceeds arc insufficient to reimburse the plaintiffs reasonable expenses,
the court may direct that any such award of the plaintiff's expenses, or
portion of the expenses, be paid by the LLC.

69. Tenn. Code Ann. § 48-249-805 provides:

If an LLC, or any officer, manager, director or member, as applicable, of

the LLC, or other person with the authority to act for the LLC, violates a
provision of this chapter, a court in this state may, in a proceeding brought
by a member or holder of financial rights of the LLC, grant any equitable
relief it considers just and reasonable in the circumstances, and, award

13
 expenses, including attorneys' fees and disbursements, to the member or
holder of financial rights, as applicable.

70. The ultra vi res actions of Mr. Young and which Mr. Young has caused PreventaGenix to

take, as set forth herein, should be set aside and enjoined.

71. PreventaGenix is entitled to recover a monetary judgment against Mr. Young for all funds

disbursed or paid to Mr. Young or other persons or entities due to the ultra vires actions of

Mr. Young and which Mr. Young has caused PreventaGenix to take, and Mr. Reitz and Dr.

Patel, as members owning one-third each of the membership interests of PreventaGenix,

are entitled to receive a one-third share each of said amount.

72. In the alternative, Mr. Reitz and Dr. Patel are entitled to monetary judgments against Mr.

Young for one-third each of all funds disbursed or paid to Mr. Young or other persons or

entities due to the ultra vires actions of Mr. Young and which Mr. Young has caused

PreventaGenix to take.

73. Pursuant to Tenn. Code Ann. §§ 48-249-804 and 805, Mr. Reitz and Dr. Patel are entitled

to a monetary judgment against Mr. Young and PreventaGcnix for Mr. Reitz 's and Dr.

Patel's reasonable attorneys' tees and expenses.

VI. CAUSE OF ACTION 4 - BREACHES OF FIDUCIARY DUTY

74. Mr. Reitz and Dr. Patel reallege and incorporate paragraphs 1 through 73 of this complaint

as if set forth herein in full.

75. The actions of Mr. Young as set forth herein constitute breaches of fiduciary duty, in

violation of Tenn. Code Ann.§ 48-249-403.

76. Tenn. Code Ann. § 48-249-403 provides:

(a) Member-managed LLC. The only fiduciary duties a member owes to a

member-managed LLC and the LLC's other members and holders are the
duty of loyalty and the duty of care imposed by subsections (b) and ( c ). A

14
holder of financial rights owes no duties to the LLC, or to the other members
or holders, solely by reason of being a holder of financial rights.

(b) Duty of loyalty. A member's duty ofloyalty to a member-managed LLC

and the LLC's other members and holders of financial rights is limited to
the following:
( J ) To account to the LLC and to hold as trustee for it any property,
profit or benefit derived by the member in the conduct or winding
up of the LLC's business, or derived from a use by the member of
the LLC's property, including the appropriation of any opportunity
of the LLC;
(2) Subject to § 48-249-404, to refrain from dealing with the LLC
in the conduct or winding up of the LLC's business as, or on behalf
of, a person having an interest adverse to the LLC; and
(3) To refrain from competing with the LLC in the conduct of the
LLC's business before the termination of the LLC.

(c) Duty of care. A member's duty of care to a member-managed LLC, and

the LLC's other members and holders of financial rights in the conduct of
and winding up of the LLC's business, is limited to refraining from engaging
in grossly negligent or reckless conduct, intentional misconduct or a
knowing violation of law.

(d) Good faith and fair dealing. A member shall discharge the member's
duties to a member-managed LLC and its other members and holders of
financial rights under this chapter or under the LLC documents, and shall
exercise any rights with respect to the LLC consistently with the obligation
of good faith and fair dealing.

(e) Furtherance of member's own interest. A member of a member-

managed LLC does not violate a duty or obligation under this chapter or
under the LLC documents, merely because the member's conduct also
furthers the member's own interest.

(f) Dealings with LLC. A member of a member-managed LLC may lend

money to and transact other business with the LLC. As to each Joan or
transaction, the rights and obligations of the member are the same as those
of a person who is not a member, subject to other applicable law.

(g) Representative of surviving member. This section applies to a person

winding up the LLC's business as the personal representative of the last
surviving member, as if the person were a member.

(h) Manager-managed LLC. In a manager-managed LLC:

(I) A member owes no duties to the LLC, or to the other members
or holders of financial rights. solely by reason of being a member;

15
 (2) A manager is held to the same standards of conduct prescribed
for members in subsections (b)-(f);
(3) A member that, under the LLC documents, exercises some or
all of the rights of a manager in the management and conduct of the
LLC's business is held to the standards of conduct prescribed for a
member in subsections (b )-( f) to the extent that the member
exercises the managerial authority vested in a manager by this
chapter; and
(4) A manager is relieved of liability imposed by law for violation
of the standards prescribed by subsections (b)-(f) to the extent of the
managerial authority delegated to the members by the LLC
documents.

(i) Director-managed LLC. In a director-managed LLC:

(I) A member owes no duties to the LLC, or to the other members
or holders of financial rights, solely by reason of being a member;
(2) A member that, under the LLC documents, exercises some or
all of the rights of a director in the management and conduct of the
LLC's business is held to the standards of conduct prescribed for a
director in this subsection (i), to the extent that the member exercises
the managerial authority vested in a director by this chapter;
(3) A director is relieved of liability imposed by law for violation
of the standards prescribed by this subsection (i), to the extent of the
managerial authority of the director delegated to the members by the
LLC documents; and
(4) A director shall discharge all duties as a director, including
duties as a member of a committee of the board of directors of the
LLC:
(A) In good faith;
(B) With the care an ordinarily prudent person in a like
position would exercise under similar circumstances; and
(C) In a manner the director reasonably believes to be in the
best interests of the LLC.

(i) Officers. An officer of an LLC shall discharge all duties as an officer:

( l) In good faith;
(2) With the care an ordinarily prudent person in a like position
would exercise under similar circumstances; and
(3) In a manner the officer reasonably believes to be in the best
interests of the LLC.

(k) Reliance on others. In discharging the duties described in this section,

a member, manager, director or officer is entitled to rely on information,
opinions, reports or statements, including financial statements and other
financial data, if prepared or presented by:

16
 ( l ) One ( 1) or more officers or employees of the LLC whom the
member, manager, director or officer reasonably believes to be
reliable and competent in the matters presented;
(2) Legal counsel, public accountants or other persons as to matters
the member, manager, director or officer reasonably believes are
within the person's professional or expert competence; or
(3) In the case of a director only, a committee of the board of
directors of which the director is not a member, if the director
reasonably believes the committee merits confidence.

(I) Unwarranted reliance. A member, manager, director or officer is not

acting in good faith, if the member, manager, director or officer has
knowledge concerning the matter in question that makes reliance otherwise
permitted by subsection (k) unwarranted.

(m) Limitation on liability. A member, manager, director or officer is not

liable for any action taken as a member, manager, director or officer, or any
failure to take any action, if the member, manager, director or officer
performs its duties in compliance with this section.

(n) Effect of delegation. Any officer, agent or employee who exercises

some or all of the rights of a member, manager, or director, pursuant to a
delegation of rights and power under § 48-249-401(e) is held to the same
standards of conduct set forth in this section, for members, managers or
directors, as applicable, to the extent that such officer, agent or employee
exercises the delegated rights and powers. A member, manager or director
is relieved of liability imposed by law for the standards prescribed in this
section to the extent that such person's managerial authority is vested in an
officer, agent or employee, pursuant to a delegation of rights and power
under§ 48-249-401 (e).

77. PreventaGenix is entitled to recover a monetary judgment against Mr. Young for all funds

disbursed or paid to Mr. Young or other persons or entities in breach of Mr. Young's

fiduciary duties to PrevcntaGcnix and for all damages caused to PrcventaGenix by Mr.

Young's breaches of his fiduciary duties to PreventaGenix, and Mr. Reitz and Dr. Patel, as

members owning one-third each of the membership interests of PreventaGenix, are entitled

to receive a one-third share each of said amount.

78. In the alternative, Mr. Reitz and Dr. Patel entitled to monetary judgments against Mr.

Young for one-third each of a11 funds disbursed or paid to Mr. Young or other persons or

17
 entities in breach of Mr. Young's fiduciary duties to PreventaGenix and for all damages

caused to PreventaGcnix by Mr. Young's breaches of his fiduciary duties to

PreventaGenix.

VII. CAUSE OF ACTION 5 - REQUIRE ACCESSTO LIMITED LIABILITY

COMPANY RECORDS

79. Mr. Reitz and Dr. Patel reallege and incorporate paragraphs 1 through 78 of this complaint

as if set forth herein in full.

80. The actions of Mr. Young as set forth herein constitute a violation of Tenn. Code Ann.§

48-249-308(a), which requires that a limited liability company provide members and their

agents and attorneys with access to the limited liability company's records, and Tenn. Code

Ann. § 48-249-406, which lists the records required to be kept at the limited liability

company's principal executive office.

81. As required by Tenn. Code Ann. § 48-249-308(a}, Mr. Reitz, through his attorney,

provided PreventaGenix with written notice of a demand to access Preventaflenixs

records, and a true and correct copy of said letter is attached hereto as Exhibit A.

82. Mr. Young has refused to provide access to the records of PreventaGenix to Mr. Reitz.

83. Pursuant to Tenn. Code Ann. § 48-249-308(d), Mr. Reitz and Dr. Patel are entitled to a

court order requiring Mr. Young and PreventaGenix to allow inspection or copying of the

financial records of PrcvcntaGenix.

84. Pursuant to Tenn. Code Ann. § 48-249-308(d), Mr. Reitz and Dr. Patel are entitled to a

monetary judgment against Mr. Young and PreventaGenix for Mr. Reitz's and Dr. Patel's

costs, including reasonable attorney's fees, incurred to obtain such court order due to Mr.

Young's refusal to allow Mr. Reitz to inspect the records without a reasonable basis for

doing so.

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 VIII. CAUSE OF ACTION 6 - PROFITS AND DISTRIBUTIONS

85. Mr. Reitz and Dr. Patel reallege and incorporate Paragraphs I through 84 of this Complaint

as if set forth herein in full.

86. The actions of Mr. Young as set forth herein constitute a violation of Tenn. Code Ann. §

48-249-304(b), which requires that profits and losses of a limited liability company shall

be allocated among the members in equal shares.

87. The actions of MT. Young as set forth herein constitute a violation of Tenn. Code Ann. §

48-249-305(b), which requires that distributions of a limited liability company shall be

allocated among the members in equal shares.

88. Mr. Reitz and Dr. Patel are entitled to a one-third share each of PreventaGenix 's profits

and distributions.

89. Mr. Reitz and Dr. Patel are entitled to monetary judgments against PreventaGenix and Mr.

Young for Mr. Reitz's and Dr. Patel's one-third share each of PrevenraGenix's profits and

distributions.

IX. CAUSE OF ACTION 7-WITHDRAWAL OR EXPULSION OR DISSOLUTION

AND PAYMENT OF FAIR MARKET VALUE OF MEMBERSHIP INTEREST

90. Mr. Reitz and Dr. Patel reallege and incorporate Paragraphs l through 89 of this Complaint

as if set forth herein in full.

91. Tenn. Code Ann. § 48-249-503 provides:

(a) Events constituting termination. A member's membership interest in an LLC is

terminated upon the occurrence of any of the following events:
( 1) The LLC receives written notice from the member of the member's
express will to withdraw upon the date of the notice, or on a later date
specified by the member in the notice;
(2) An event specified in the LLC documents as causing the member's
membership interest to terminate;

19
(3) The transfer of all of the member's financial rights, unless the transfer
is for security purposes, and has not been foreclosed or is under a court order
charging the member's financial rights;
( 4) The member is expelled under the LLC documents;
(5) The member is expelled by unanimous vote of the other members
entitled to vote, if:
(A) It is unlawful to carry on the business of the LLC with the
member;
(B)
(i) The member is a corporation or an LLC;
(ii) Within ninety (90) days after the LLC notifies the
member that it will be expelled, because it has filed a
certificate of dissolution, or the equivalent, its charter or
articles of organization, or the equivalent, have been
revoked, or its right to conduct business has been suspended
by the jurisdiction of its formation; and
(iii) The member fails to obtain a revocation of the
certificate of dissolution or a reinstatement of its charter or
articles of organization, or the equivalent, or its right to
conduct business within such ninety-day period; or
(C) The member is a general or limited partnership and has been
dissolved and its business is being wound up;
( 6) On application by the LLC or another member, the member is expelled
by judicial determination, because the member:
(A) Engaged in wrongful conduct that adversely and materially
affected the LLC's business;
(B) Willfully or persistently committed a material breach of the
LLC documents, or of a duty owed under § 48-249-403 to the LLC
or to other members or to holders; or
(C} Engaged in conduct relating to the LLC's business that makes
it not reasonably practicable to carry on the business with the
member;
(7) The member:
(A) Files a petition as a debtor in bankruptcy;
(B) Executes an assignment for the benefit of creditors;
(C) Seeks, consents to, or acquiesces in the appointment of a trustee,
receiver or liquidator for or of the member, or for or of all or
substantially all of the member's property; or
(D) Fails, within ninety (90) days after the filing or appointment, to
have dismissed the filing against the member of an involuntary
petition in bankruptcy, or to have vacated or stayed the appointment
of a trustee, receiver or liquidator for or of the member, or for or of
all or substantially all of the member's property obtained without the
member's consent or acquiescence, or fails within ninety (90) days
after the expiration of a stay, to have the appointment vacated;
(8) In the case of a member who is an individual:

20
 (A) The member dies;
(B) A personal representative is appointed for the member; or
(C} A judicial determination that the member has become incapable
of performing the member's duties under the LLC documents;
(9) In the case of a member that is a trust or is acting as a member by virtue
of being a trustee of a trust, the distribution of all of the trust's financial
rights, but not merely by reason of the substitution of a successor trustee;
provided, however, that a distribution to a beneficiary of a trust established
under§ 2503(c) of the Code, codified in 26 U.S.C. § 2503(c), or a trust that
is treated under § 676 of the Code, codified in 26 U.S.C. § 676, as owned
by the scttlor of the trust, shall not be considered to be a distribution of
financial rights under this subdivision (a)(9);
(I 0) In the case of a member that is an estate, or is acting as a member by
virtue of being a personal representative of an estate, distribution of all of
the estate's financial rights, but not merely the substitution of a successor
personal representative or beneficiary;
( 11) Jn the case of a custodianship under the Uniform Transfers to Minors
Act, compiled in title 35, chapter 7, part 2, or the equivalent law of any
foreign jurisdiction, a transfer of the financial rights held by the custodian,
but not a transfer to the beneficiary for whom the custodian is holding the
financial rights; or
(I 2) Termination of the existence of a member, if the member is an entity
other than an estate, or trust, other than a business trust.

(b) Power to terminate,

( 1) Except as otherwise provided in subdivision (b)(2), and subject to § 48·
249-504, a member has the power and right to terminate such member's
membership interest at any time, including, without limitation, upon
withdrawal by express will under subdivision (a)( l ). A provision in the
LLC documents that negates any right of a member to terminate the
member's membership interest shall also automatically negate the
corresponding power of the member to terminate the member's membership
interest, unless the corresponding power of the member to terminate the
member's membership interest is expressly reserved. Any attempted
termination of a member's membership interest as to which the power to
terminate has been negated shall be null and void.
(2) No member of a family LLC has either the power or the right to
terminate the membership interest or financial rights of such member in
such family LLC. No event specified in subdivisions (a)( I), (a)(3), (a)(7),
(a)(8), (a)(9), (a)( 10), (a)(l 1) or (a)(l2) shall result in the termination of the
membership interest or financial rights of a member of a family LLC. In
the event that a member of a family LLC attempts to terminate the member's
membership interest or financial rights by withdrawal by express wi!J under
subdivision (a)(l ), such attempted termination shall be null and void.

21
92. Pursuant to Tenn. Code Aim.§ 48-249-503(a)(l ), a member of a limited liability company

may terminate his membership interest effective at a later date by giving notice of the

member's express will to withdraw.

93. Mr. Reitz and Dr. Patel each hereby gives notice of his intent to withdraw as a member of

PreventaGenix upon the conclusion of the present lawsuit.

94. In the alternative, Mr. Reitz and Dr. Patel request that the Court judicially dissolve and

wind-up Preventagenix as an equitable remedy due to the improper actions of Mr. Young

and PreventaGenix as set forth herein.

95. Tenn. Code Ann.§ 48~249-616 provides:

A court may grant any equitable relief it considers just and reasonable under
the circumstances, may dissolve an LLC or may direct that the dissolved
LLC be merged into another or new LLC or other entity, or otherwise be
terminated, on the terms and conditions the court deems equitable.

96. Tenn. Code Ann. § 48-249-617 provides:

(a) Judicial decree. On application by the attorney general and reporter, or

by or for a member, the court may decree dissolution, winding up and
termination of an LLC whenever it is not reasonably practicable to carry on
the business in conformity with the LLC documents.

(b) Effectiveness of dissolution. The dissolution is effective upon the

decree of dissolution becoming final and nonappealable. Such decree shall
be filed with the secretary of state and shall serve as a notice of dissoJution.

(c) Effectiveness of termination. The termination is effective upon a decree

of termination becoming final and nonappealable. Such decree shall be
filed with the secretary of state and shall serve and have the same effect as
articles of termination.

97. Tenn, Code Ann. § 48-249-618 provides:

(a) Venue. Venue for a proceeding by the attorney general and reporter to
dissolve, wind up and terminate an LLC lies in Davidson County. Venue
for a proceeding brought by any other person lies in the county where the
LLC's principal executive office is or was last located.

22
 (b) Members not necessary parties. It is not necessary to make members
parties to a proceeding to dissolve, wind up and terminate the existence of
an LLC, unless relief is sought against them individually. ·

(c) Remedies. A court, in a proceeding brought to dissolve, wind up and

tcnninate an LLC, may issue injunctions, appoint a receiver or custodian
pendente lite with all powers and duties the court directs, as provided in §
48-249-619, take other action required to preserve the LLC's assets,
wherever located, and carry on the business of the LLC until a full hearing
can be held.

(d) Bond. In a proceeding for dissolution, winding up and termination of

the existence of an LLC by a member, the petitioner shall execute and file
a bond in the proceeding, with sufficient surety, to cover the defendant's
probable costs, including reasonable attorney fees, in defending the petition.
The court shall determine the amount of the bond and may award to any
party its reasonable costs, including attorney fees, if it finds for such party
in the proceeding.

98. Tenn. Code Ann. § 48-249-505 provides:

(a) Termination other than under § 48-249-503(a)(8). If a member's

membership interest terminates for any reason other than as the result of an
event specified in § 48-249-503fa)(8), then:
(I) If the existence and business of the LLC are continued, the
member whose membership interest has terminated loses all
governance rights and will be considered merely a holder of the
financial rights owned before the termination of the membership
interest, other than any financial rights transferred by the member in
connection with the termination of the membership interest; and
(2) If the existence and business of the LLC are not continued, the
member whose membership interest has terminated retains all
governance rights owned before the termination, and may exercise
those rights through the winding up and termination of the LLC,
except as otherwise provided under § 48-249-504, in the case of
termination in contravention of the LLC documents.

(b) Termination under § 48-249-503(a)(8). If the membership interest of a

member terminates as a result of an event specified in § 48-249-503(a)(8 ):
( 1} If the existence and business of the LLC are continued, then,
effective as of the date of the applicable termination event, the
governance rights associated with the affected membership interest
are suspended and may not be exercised thereafter, unless and until
restored under subdivision {b)(2). So long as such suspension
remains in effect, such member, or the personal representative of

23
 such member, shall be considered merely the holder of the financial
rights owned before the termination under§ 48-249-503(a)(8);
(2) If the existence and business of the LLC are continued, for a
period of sixty (60) days following the event specified in § 48-249-
503(a)(8} that results in the suspension of governance rights under
subdivision (b )(I), the personal representative of the affected
member shall have the option, exercisable by giving written notice
to the LLC, to require the LLC to purchase the membership interest
of the member whose membership interest has terminated under
subsection (c) and§ 48-249-506. If the personal representative fails
to make such election within such period, then the LLC shall have
the option for a period of sixty ( 60) days following expiration of the
personal representative's option, or, if ear1ier, following the date of
written notice from the personal representative that such option will
not be exercised, to give written notice to the personal representative
that the LLC will purchase the membership interest in accordance
with subsection (c) and § 48-249-506. If neither the personal
representative nor the LLC elects to exercise their respective options
to cause the LLC to purchase the membership interest, the
governance rights associated with the membership interest shall be
restored, effective as of the first day following expiration of the
LLC's option period, and the personal representative shall be
automatically admitted and substituted as a member of the LLC
without further action. If either the personal representative or the
LLC elects to cause the LLC to purchase the membership interest,
the suspension of governance rights associated with such
membership interest shall continue through the time the purchase is
consummated; and
(3) If the existence and business of the LLC are not continued, the
personal representative of the member whose membership interest
has terminated retains all governance rights owned by the affected
member before the termination of the membership interest, and may
exercise those rights through the winding up and termination of the
LLC, except as otherwise provided under§ 48-249~504, in the case
of termination in contravention of the LLC documents.

(c) Purchase at fair value. If the existence and business of the LLC are
continued following the termination of a membership interest under § 48-
249-503( a}, other than terminations arising under § 48~249~503(a)(3 },
(a)(9), (a)(l 0) or (a)(l l }, then, regardless whether such termination of
membership interest was wrongful, any member whose membership
interest has so terminated, other than a member for whom a personal
representative has been automatically substituted and admitted as a member
under subdivision (b)(2), is entitled, subject to the offset provisions of§ 48-
249-504(2). to receive from the LLC the fair value of the terminated
membership interest as of the date of termination of such membership

24
 interest, calculated as set forth in§ 48-249-506, in consideration for all such
membership interest.

(d) Distribution if business not continued. Subject to § 48-249-504(2), if

the business and existence of the LLC are not continued, any member whose
membership interest bas terminated, regardless of whether such termination
was wrongful or otherwise, is entitled to receive that member's distribution
under § 48-249-620.

99. Tenn. Code Ann. § 48-249-506 provides:

If an LLC is required or elects to purchase a membership interest at fair

value under§ 48-249-505, then:
(I) Communication by LLC. The LLC shall communicate its
determination of fair value, and its proposed terms of payment, to
the member, or the member's personal representative, who is entitled
to receive payment in consideration for the member's terminated
membership interest, not later than thirty (30) days after the date of
termination, or, if applicable, thirty (30) days after the later date of
an election made under § 48-249-505(b){2). Such communication
shall be accompanied by:
(A) A statement of the LLC's assets and liabilities as of the
date of termination;
(B) The LLC's latest available balance sheet and income
statement, if any; and
(C) An explanation of how the determination of fair value
was made.
(2) LLC documents govern. lf the amount of fair value and other
terms of payment are fixed or are to be determined by the LLC
documents, the amount and terms so fixed or determined govern;
and
(3) Judicial determination of fair value.
(A) If an agreement as to the amount of fair value and
payment terms is not made within one hundred twenty ( 120)
days after the termination date, or, if applicable, the later
date of an election made under § 48-249-505(b)(2}, either
the member whose membership interest has terminated, or
the member's personal representative, or the LLC may,
within another one hundred twenty ( 120) days, commence a
proceeding against the other to determine the fair value and
payment terms. Any such proceeding shall be brought in a
court of record having equity jurisdiction in the county
where the LLC's principal executive office. or, if not in this
state, its registered office is located. The LLC, at its expense,
shall notify all of the remaining members in writing, and any
other person the court directs, of the commencement of the

25
proceeding. The jurisdiction of the court in which the
proceeding is commenced under this subdivision (3) is
plenary and exclusive. The court shall determine the fair
value of the membership interest, in accordance with the
standards set forth in subdivision (3 )(B) together with the
terms for payment; and
(B) In a proceeding brought to determine the fair value of a
membership interest in an LLC, the court:
(i) Shall enforce any governing terms in the LLC
documents as to the amount of fair value and other
tcnns of payment as provided in subdivision (2);
(ii) In the absence of any such governing terms in
the LLC documents, shall determine the fair value of
tbe membership interest, considering, among other
relevant evidence, the going concern value of the
LLC, any other agreement among any members
fixing the price or specifying a formula for
determining value of membership interests for any
other purpose, the recommendations of an appraiser
appointed by the court, if any, the recommendations
of any of the appraisers of the parties to the
proceeding, and any legal or financial constraints on
the ability of the LLC to purchase the membership
interest;
(iii) Shall specify the terms of the purchase,
including, if appropriate, terms for installment
payments, subordination of the purchase obligation
to the rights of the other creditors of the LLC,
security, including the purchased membership
interest, for a deferred purchase price, and a covenant
not to compete or other restriction on the member
whose membership interest has terminated;
(iv) Shall require, subject to retention ofany security
interest by the member whose membership interest
has terminated under subdivision (3)(B)(iii) the
member whose membership interest has terminated
to deliver an instrument of transfer of the
membership interest to the LLC upon receipt of the
purchase price or the first installment of the purchase
price;
(v) May award one (I) or more other parties their
reasonable expenses, including attorney's fees and
the expenses of appraisers or other experts, incurred
in the proceeding, if the court finds that a party to the
proceeding violated such party's obligations to act in

26
 good faith and to engage in fair dealing set forth in §
48-249-403(d}; and
(vi) Shall order that interest, al the rate specified for
judgments under§ 47-14-121, shall be paid on such
amount, from the date such amount was determined
to be due through the date of payment, if the court
determines that all or any instaJlment of the amounts
to be paid in respect of the terminating member's
membership interest should have been paid prior to
the date of judgment.

100. Pursuant to Tenn. Code Ann. § 48-249-505(c), Mr. Reitz and Dr. Patel each is

entitled to receive from PrcventaGenix the fair value of his one-third membership interest,

calculated as provided in forth in Tenn. Code Ann. § 48-249-506 and subject to the terms

set forth therein.

101. As part of the purchase of Mr. Reitz's and Dr. Patel's respective membership

interests and/or the dissolution and winding up of PrcventaGenix, PrevenraGenix and Mr.

Young should be required to prepay the computer lease of PreventaGenix and any other

obligations which the Members have guaranteed or secure the release of Mr. Reitz and Dr.

Patel from said obligations.

I 02. Mr. Reitz and Dr. Patel each is entitled to a monetary judgment against

PreventaGenix for the fair market value Mr. Reitz's and Dr. Patel's respective one-third

membership interests in PreventaGenix.

I 03. Due to Mr. Young's breaches of his fiduciary duties, as set forth herein, Mr. Reitz

and Dr. Patel are entitled to monetary judgments against PreventaGenix and Mr. Young

for Mr. Reitz's and Dr. Patel's expenses, including attorney's fees, for the determination

of the fair market value of Mr. Reitz's and Dr. Patel's membership interest in

PreventaGenix.

27
104. In the alternative, Mr. Reitz and Dr. Patel request that the Court judicially expel

Mr. Young from PreventaGenix pursuant to Tenn. Code Ann. § 48-249-503(6).

X. PRAYER FOR RELIEF

WHEREFORE, Mr. Reitz respectfully requests that the Court:

A. Issue proper process to be served upon the defendants and that they be required to appear

and answer this complaint within the time required by law;

B. Determine the amount of the bond to be posted by Mr. Reitz and Dr. Patel pursuant to

Tenn. Code Ann.§ 48-249-618(d):

C. Upon separate motion, enjoin Mr. Young and PreventaGcnix from wrongfully making

improper distributions and payments and from taking ultra vires actions, including but not

limited to personal expenses of employees, health insurance for employees, and Mr.

Young's unauthorized increased salary;

D. Grant Mr. Reitz and Dr. Patel a court order requiring Mr. Young and PreventaGenix to

allow inspection or copying of the financial records of Preventaflenix;

E. If the Court determines it to be appropriate, appoint a receiver or custodian pendent lite for

PrcventaGenix pursuant to Tenn. Code Ann. § 48-249-618;

F. Grant PreventaGenix a monetary judgment against Mr. Young in an amount of not more

than Nine Hundred Thousand Dollars ($900,000.00) for the value of the assets converted

by Mr. Young, for the improper distributions made and received by Mr. Young, for all

funds disbursed or paid to Mr. Young other persons or entities due to the ultra vi res actions

of Mr. Young and which Mr. Young has caused Preventagenix to take, and for all funds

disbursed or paid to Mr. Young or other persons or entities in breach of Mr. Young's

fiduciary duties to PreventaGenix and for all damages caused to PreventaGenix by Mr.

28
 Young's breaches of his fudiciary duties to PreventaGenix; and grant Mr. Reitz and Dr.

Patel, as members owning one-third each of the membership interests of PreventaGenix, a

one-third share each of said judgment;

G. In the alternative, grant Mr. Reitz and Dr. Patel monetary judgments against Mr. Young in

an amount of not more than Three Hundred Thousand Dollars ($300,000.00) each for one-

third each of the value of the assets converted by Mr. Young, for one-third each of the

improper distributions made and received by Mr. Young, for one-third each of all funds

disbursed or paid to Mr. Young other persons or entities due to the ultra vires actions of

Mr. Young and which Mr. Young has caused Preventagenix to take, for one-third each of

all funds disbursed or paid to Mr. Young or other persons or entities in breach of Mr.

Young's fiduciary duties to PreventaGenix, and for one-third each of all damages caused

to PreventaGenix by Mr. Young's breaches of his fudiciary duties to PreventaGenix:

H. Grant Mr. Reitz and Dr. Patel monetary judgments in an amount of not more than Five

Hundred Thousand Dollars ($500,000.00) each against PreventaGenix and Mr. Young for

Mr. Reitz's and Dr. Patel's one-third share each of the PreventeGenix's profits and

distributions;

I. If appropriate, judicially dissolve and wind-up PreventaGenix;

J. Grant Mr. Reitz and Dr. Patel monetary judgments in an amount of not more than Two

Hundred Thousand Dollars ($200,000.00) each against PreventaGenix for the fair market

values of Mr. Reitz's and Dr. Patel's respective one-third membership interests each in

PreventaGenix;

29
K. Require PreventaGenix and Mr. Young to prepay the computer lease of PreventaGenix and

any other obligations which the Members have guaranteed or secure the release of Mr.

Reitz and Dr. Patel from said obligations;

L. Grant Mr. Reitz and Dr. Patel monetary judgments against Mr. Young and PreventaGenix

for Mr. Reitz's and Dr. Patel's reasonable attorneys' fees and expenses;

M. In the alternative, judicially expel Mr. Young from PrevcntaGenix; and

N. Grant Mr. Reitz and Dr. Patel such further and other general relief to which they may be

entitled.

Respectfully submitted,

K. SEILER, BPR # 19865

& HOUSTON, PLLC
Attorneys for Plaintiffs
1258 Stonebridge Boulevard (38305)
Post Office Box 10455
Jackson, Tennessee 38308
(73 l )300-3656; facsimile (731 )300-3657

COST BOND

We hereby acknowledge ourselves as sureties in this cause for costs.

SEILER & HOUSTON, PLLC

)!

30
 CERTIFICATE OF SERVICE

The undersigned certifies that a true copy of the foregoing has been served on:

Mr. Jeffrey Walter Young, Jr.

92 Greendale Drive,
Jackson. Tennessee 38305.

PreventaGenix LLC
162 Murray Guard Drive # A
Jackson, Tennessee 38305

PreventaGenix LLC
c/o Christopher Hayden
45 Murray Guard Drive
Jackson, Tennessee 38305

by placing a copy of the same in the United States Mail, postage prepaid, to the person, at the
address shown above, on this the~ day of November, 2016.

31
 SEILER & HOUSTON, PLLC
Atlomeys al Law
121 A Stoncbridgc Boulevard (38305}
Post Office Box I 0455
Jarksou, Tennessee 38:108
Telephone (731 ),~00-3656 Facsimile {7.~ I )30()..3657

VINCENT K. SEILER LISA A. HOl JSTON

vks@scilcr·hous(on.com lal1@scilcr·hous1on.w1n
Tennessee Supreme Court Huie 31
Listed Family Mcdiillor
June 24, 2015

Christopher C. Hayden, Esq.

Purcell, Sellers & Craig Inc.
Attorneys for Premier Cardiovascular Consultants, LLC, and PreventaGenix, LLC
Via e-mail: [email protected]

Re: Reitz, Richard - Premier Cardiovascular Consultants, LLC, and PreventaGenix,

LLC
Our Client - Richard Reitz

Dear Chris:
Following up on our telephone conversation of June 19, 2015, I'm writing on behalf of my
client, Mr. Richard Reitz, regarding Premier Cardiovascular Consultants, LLC ("PCC"), and
PreventaGenix, LLC ("PreventaGenix").

As you know, Mr. Reitz, Dr. Dharmesh Patel, and Mr. Jeffrey Young, Jr., each own one-
third membership interests in PreventaGenix. As a member, Mr. Reitz has a right to share in the
profits of the company, to access the financial records of the company, and to participate in its
management. Mr. Young has wrongfully excluded Mr. Reitz from all those rights. Please address
the following items:

1. If Preventagenix has a signed Operating Agreement, please provide me with a copy.

2. Preventagenix uses Paychex, Inc., to process the company's payroll. Mr. Young has denied
Mr. Reitz access to the reports from Paychex. Please state the reason that Mr. Reitz's
access was terminated, and reinstate Mr. Reitz's access to Paychex.

3. PreventaGenix uses Advance Medical Billing to process its billings to insurance companies
and government payers. Mr. Young has denied Mr. Reitz access to the reports from
Advance Medical Billing. Please state the reason that Mr. Reitz's access to the bil1ing
reports was terminated, and provide copies of all billing reports to date and future reports
as received.

EXHIBIT A
 4. I understand that Preventagenix may have leased space in downtown Jackson from John
H. Allen Company. 1f that is so, please provide me with a copy of the lease, any other
contracts relating to the leased location, such as construction contracts or equipment leases,
and any documents relating to payments made for the same.

5. Please provide information on how the new location in downtown Jackson will be staffed
and equipped, the projected budget for that location, and the projected patient counts and
revenues for that location.

Mr. Reitz is willing to discuss options for the sale of his membership interests in
PreventaGenix. However, unless and until an agreement is reached, Mr. Reitz remains entitled to
participate in the management of the companies, to access the reports and financial information of
the companies, and to share equally in the profits.

Sincerely,

cc: Mr. Richard Reitz

2
 SEILER& H()lJST()N, PLLC
A1101111:ys ;ti Law
12.m Sco11ch1tdgt.' Uoulcmnl (AAHO:'i)
Posl OJlkc Box l0ii5
.lad•sou, Tcnt11.·ss..'l' :-lltilOfl
. Iclcphonc (7311:-U)()..'ifi.)1) F:k·simik Oil I )300-36.'17

\1NCENT K. SEIU:R US/\ A. HOUSTON

\ii.slf.!~ik·r-h1111shl1JX01U lal1@s..·il<:1·-l1011s1c111.c·c11>1
T1.·m ws!\C1.' Sup11mw Court Jtuk• .'i 1
Jjs11.\ll Familr Mcdia101·
April 26, 2016

Christopher C. Hayden, Esq.

Purcell, SelJers & Craig Inc.
Attorneys for Premier Cardiovascular Consultants, LLC, and PreventaGenix, LLC
Via e-mail: [email protected]

Re: Reitz, Richard -- Preventaflenix, LLC

Our Client - Richard Reitz

Dear Chris:

I'm writing on behalf of my client, Mr. Richard Reitz, regarding Preventaflenix, LLC
{''PreventaGenix"). As you know, Mr. Reitz, Dr. Dhannesh Patel, and Mr. Jeffrey Young, Jr.,
each own one-third membership interests in PreventaGenix. The deadline for Preventagenix to
provide Schedule K· l's to the members for year 2015 was March J 5, 2016. The deadline for the
LLC to file its federal income tax return for year 2015 was April J 8, 2016. To date, Mr. Reitz has
not received a K-1 from PreventaGenix. 'This has forced Mr. Reitz to request an extension for
filing his personal income tax return.

As a member of PreventaGenix, Mr. Reitz remains entitled to parncspate in the

management of the company, to access the reports and financial information of the company, and
to share equally in the profits. Please let me know the status of PreventaGenix's federal income
tax return and the Schedule K-1 "s to members. If a return has been filed, please provide a copy,
along with copies of the underlying reports and financial information of the company.

Sincerely,

SEILER & HOUSTON,

cc: Mr. Richard Reitz, via e-mail

EXHIBIT B