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~fNDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED,

Plaintiff,

v.

CHRISTOPHER J. SPENCER, JOHN BUSSHAUS, and FAB UNIVERSAL CORP.

Defendants.

Case No: .

CLASS ACTION

JURY TRIAL DEMANDED

COMPLAINT FOR VIOLATION OF THE FEDERAL SECURITIES LAWS

Plaintiff~ individually and on behalf of all other persons similarly

situated, by plaintiffs undersigned attorneys, for plaintiffs complaint against defendants, alleges

the following based upon personal knowledge as to plaintiff and plaintiffs own acts, and upon

information and belief as to all other matters based on the investigation conducted by and

through plaintiffs attorneys, which included, among other things, a review of Securities and

Exchange Commission ("SEC") filings by FAB Universal Corp. ("FAB" or the "Company"), and

analyst and other media reports about the Company. Plaintiff believes that substantial evidentiary·

support will exist for the allegations set forth herein after a reasonable opportunity for discovery.

NATURE OF THE ACTION

I. This is a federal securities class action brought on behalf of a class consisting of

all persons and entities, other than defendants and their affiliates, who purchased the common

stock, call options or sold put options of FAB from June 15, 2012, to November 18, 2013,

inclusive (the "Class Period"). Plaintiff seeks to pursue remedies against FAB, certain of its

officers and directors for violations of the federal securities laws under the Securities Exchange

Act of 1934 (the "Exchange Act").

2. Defendant FAB is a Colorado corporation, whose shares trade on the New York

Stock Exchange ("NYSE"). FAB, through is operating subsidiaries, conducts its business

primarily in China.

3. FAB purportedly engages in the distribution of digital entertainment products and

services worldwide through three segments: wholesale, retail and kiosk/licensing. Yet, it derives

substantially all of its revenue and profit from its Chinese subsidiary whose core business is its

"Intelligent Media Kiosks" ("Kiosks") that allow consumers to download supposedly

copyrighted movies and music to their pm1able storage devices.

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4. Throughout the Class Period, Defendants made false and/or misleading

statements, and failed to disclose material adverse facts about the Company's business,

operations, prospects and performance. Specifically, during the Class Period, Defendants made

false and/or misleading statements and/or failed to disclose that it overstated the number of

Kiosks it has deployed in the People's Republic of China (the "PRC"), its Kiosks are inundated

with pirated digital entertaimnent content and its Chinese subsidiary issued RMB 1 00 million

($16.4 million) ofbonds to Chinese investors.

5. When the market learned of the overstatement of the number of Kiosks deployed,

the trove of pirated digital media content that its Kiosks offer and the previously undisclosed

bond offering, the Company's stock price plunged, damaging investors.

JURISDICTION AND VENUE

6. Jurisdiction is conferred by §27 of the Exchange Act. The claims asse1ted herein

arise under§§ IO(b) and 20(a) of the Exchange Act and Rule IOb-5 promulgated thereunder.

7. This Coutt has jurisdiction over the subject matter of this action under 28 U.S.C.

§1331 and §27 ofthe Exchange Act.

8. Venue is proper in this District pursuant to §27 of the Exchange Act and 28

U.S.C. §139l(b) as the Company conducts business in this district.

9. In connection with the acts alleged in this complaint, defendants, directly or

indirectly, used the means and instrumentalities of interstate commerce, including, but not

limited to, the mails, interstate telephone communications and the facilities of the national

securities markets.

PARTIES

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10. Plaintiff •••• set fmth in the accompanying

Certification, which is incorporated by reference herein, purchased the common stock of F AB

during the Class Period and has been damaged thereby. Plaintiff Simmons is a resident of New

York.

11. Defendant FAB is a Colorado company. It is involved in digital media and

entertainment distribution worldwide.

12. Defendant FAB derives substantially all off of its revenue and profit from its

Chinese subsidiary, which according to the Company's Form 10-K filed with the SEC on March

18, 2013 "is engaged in marketing and distributing various officially licensed digital

entertainment products under the FAB" brand tlu·oughout the PRC." The crux ofF AB' s Chinese

business is its Kiosks that allow consumers to download copyrighted music and movies to their

p01table devices.

13. The following chart summarizes FAB's corporate structure:

FAB Univet-sal Cosp.

Digital Ente11ainment Intemotional Limited (Hong Kong)

Ou!&idcPRC 100% JnsidePRC 100%

Beijing Dingtai Ouanqun C1dl\u·e Co. Ltd (WFOE)

VIE Contract Beijing PAB Cultul'e Media Co., Ltd

(PRC)

Beijing FAB Digital Entertainment Product& Co., Ltd (PRC Subsidiaw)

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14. Defendant Clu-istopher J. Spencer ("Spencer") has been the Company's Chief

Executive Officer ("CEO"), President and a member of its board of directors since February

2001.

15. Defendant John Busshaus ("Busshaus") has been the Company's Chief Financial

Officer ("CFO") since January 2007. From April 2006 until his election as the Company's CFO,

Defendant Clayton served as a Controller to F AB.

16. Defendants Spencer and Busshaus are referred to here, collectively, as the

"Individual Defendants."

17. Defendant F AB and the Individual Defendants are referred to herein, collectively,

as the "Defendants."

ALLEGATIONS OF FALSE STATEMENTS

18. The Class Period begins on June 15, 2012, when FAB filed with the SEC a

materially false and misleading Proxy Statement (the "2012 Proxy") that claimed FAB installed

3,954 Kiosks in Beijing, China.

19. The 2012 Proxy was signed by Defendant Spencer.

20. On November 14, 2013 the Company filed with the SEC a materially false and

misleading Form 10-Q for the quaticrly period ended September 30, 2012 (the "2012 Third

Quarter 1 0-Q") that touted the Company's deployment of over 11,000 Kiosks in the PRC.

21. The 2012 Third Quarter 10-Q was signed by Defendants Spencer and Busshaus.

Attached to the 1 0-Q were SOX certifications of Defendants Spencer and Busshaus falsely

attesting to the accuracy of the 10-Q.

22. On March 18, 2013, the Company filed with the SEC a materially false and

misleading Form 10-K for the fiscal year ended December 31, 2012 (the "2012 10-K") that

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touted the Company's deployment of close to 12,500 Kiosks across 40 cities in the PRC and

focus on marketing and distribution copyrighted digital entertainment content.

23. The 2012 1 0-K stated, in relevant parts:

We believe our business of selling and distributing copyright protected media and content in China will continue to grow and generate profits due to the brand recognition ofF AB in China as well as the continued suppmt of the government for copyright protection in China.

***** The F AB Intelligent Media Kiosks have greatly enhanced consumer ease-of­purchase while reducing the appeal of pirated content, positively transforming market dynamics in China for legitimate content and facilitating licensing oppo1tunities with traditional media publishers who desire safe access to the world's largest, fastest-growing consumer market.

24. The 2012 10-K was signed by Defendants Spencer and Busshaus. Attached to the

2012 10-K were SOX cettifications of Defendants Spencer and Busshaus falsely attesting to the

accuracy ofthe 2012 10-K.

25. In April2013, FAB issued RMB 100 million ($16.4 million) of bonds to Chinese

investor through one of its subsidiaries, Beijing Fab Digital Entertainment Products, Co., Ltd.

("F AB Digital").

26. On May 14, 2013 the Company filed with the SEC a materially false and

misleading Form 10-Q for the qua1terly period ended March 31, 2013 (the "2013 First Quatter

I 0-Q") that touted the Company's deployment of over 13,800 Kiosks across 40 cities in the PRC

and copyright protection claims similar to those in its 2012 1 0-K.

27. The 2013 First Quarter 10-Q was signed by Defendants Spencer and Busshaus.

Attached to the 1 0-Q were SOX certifications of Defendants Spencer and Busshaus falsely

attesting to the accuracy of the 1 0-Q.

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28. On August 2, 2013, a public announcement on the official website of the

Shenzhen Stock Exchange stated that 100 million RMB in bonds (collectively, the "12 FAB

Bonds") were issued by F AB Digital on April 25, 2013 (the "12 F AB Bond Offering").

29. On August 14, 2013, the Company filed with the SEC a materially false and

misleading Form 10-Q for the quatterly period ended June 30, 2013 (the "2013 Second Quarter

10-Q") that touted the Company's deployment of close to 16,000 Kiosks across 40 cities in the

PRC and copyright protection claims similar to those in its 20 12 1 0-K.

30. Moreover, the 2013 Second Quarter 10-Q was false and misleading for it failed to

disclose the 12 FA B Bond Offering.

31. The 2013 Second Quarter 1 0-Q was signed by Defendants Spencer and Busshaus.

Attached to the 1 0-Q were SOX cettifications of Defendants Spencer and Busshaus falsely

attesting to the accuracy of the I 0-Q.

32. On November 14, 2013, the Company filed with the .SEC a materially false and

misleading Form 10-Q for the quarterly period ended September 30, 2013 (the "2013 Third

Quarter 1 0-Q") for it touted the Company's deployment of over 16,000 Kiosks across 40 cities in

the PRC and copyright protection claims similar to those in its 2012 1 0-K ..

33. Moreover, the 2013 Third Quarter 10-Q was false and misleading for it failed to

disclose the 12 FAB Bond Offering.

34. The 2013 Third Quarter 1 0-Q was signed by Defendants Spencer and Busshaus.

Attached to the 10-Q were ~OX cettifications of Defendants Spencer and Bussho.us falsely

attesting to the accuracy ofthe 10-Q.

THE TRUTH EMERGES

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35. On November 14, 2013, analyst firm Alfredlittle.com ("Alfred Little") issued a

report asserting that the Company's financial performance, business prospects, and true financial

condition have been overstated.

36. Specifically, the Alfred Little Report revealed that:

• All four of F AB 's Kiosk suppliers have historically supplied 1600-1700

Kiosks to FAB in total, which only represents about 10% of the over 16,000

Kiosks the Company claims to currently have in active service.

• FAB's Director of Franchisee Sales acknowledged that only about 1,000

Kiosks have been deployed in Beijing, China, a far cry from the over 3,900

Kiosks the Company claimed it has in that particular city.

• FAB's Kiosks are filled with pirated content for download, which completely

contradicts the Company's continual copy right protection claims. Below is a

sampling of pirated U.S. movies Alfred Little's investigator downloaded from

FAB's Beijing Kiosks:

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Initial DVD FAB Movie Releas·e Release FAB Price

Movie Title Date Date (RMB) The. English Tead1er 9/3/13 Fre.e Stoker 6/18/13 6/9/13 Free The Place Be~ond the Pines 8/6/13 6/9/13 1 Vehicle 19 7/23/13 6/9/13 2 Jack the Giant Sla:ier 10/1/13 6/9/13 Phantom 6/25/13 1 Gayby 12/11/12 6/19/13 Free Aftershock 8/6/13 Free The Call 6/25/13 2 Tom and Jerr~'s Giant Adventure 8/6/13 7/S/13 Free The Urge 10/8/13 7/S/13 Free

Silent Hill; Revelatiop 30 2/12/13 10/26/12 Free Skyfall 2/12/13 1/21/13 1 Dark Skiet. 5/28/13 5/22/13 1

Trutll or Dare 8/27/12 5/15/13 l The Host 7/9/13 4/25/13 2 Broken City 4/30/13 4/25/13 Free

Spiders 3/12/13 4/25/13 1

Para11ormal Movie 4/9/13 4/25/13 3 The Haunting in Connecticut 2 4/16/13 4/25/13 Free The Numbers Station 5/28/13 4/25/13 Free

A Haunted House 4/23/13 4/25/13 2 Pawn 4/23/13 4/25/13 1

Fright Night 12/31/11 9/2/11 Free

~ 9/18/13 11/21/12 Free

Argo 2/19/13 10/22/12 1 The Ute of Pi 3/12/13 11/22/12 2

37. This Alfred Little Report shocked the market on November 14, 2013 and caused

the Company's stock to fall $.21/share, or approximately 4%, from it previously closing price of

$5.46 on extraordinary volume.

38. On November 18,2013, analyst finn Geolnvesting.com ("Geolnvesting") issued a

repot1 revealing the 12 FAB Bond Offering which it asse11s should have been disclosed in the

Company's 2013 Second Quarter 10-Q and 2013 Third Quatter 10-Q.

39. The Geolnvesting Report established the existence of the 12 FAB Bond Offering

by citing to the following:

• A public announcement regarding the 12 F AB Bond Offering posted on the

official website of the Shenzhen Stock Exchange on August 2, 2013.

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• The disclosure of information about 12 FAB Bond Offering by Wind Info,

China's leading financial data provider.

• An asset management report showing that a mutual fund sponsored by China's

Daton Securities owns 20,000,000 RMB ofthe 12 FAB Bonds.

40. This Geoinvesting Report shocked the market on November 18, 2013 and caused

the Company's stock to fall over 20% in intraday trading, from it previously closing price of

$5.29 on extraordinary volume.

CLASS ACTION ALLEGATIONS

41. Plaintiff brings this action as a class action pursuant to Federal Rule of Civil

Procedure 23(a) and (b )(3) on behalf of a class consisting of all purchasers of the common stock

and call options and sellers of put options of F AB during the Class Period (the "Class").

Excluded from the Class are defendants and their families, the officers and directors of the

Company, at all relevant times, members of their immediate families and their legal

representatives, heirs, successors or assigns and any entity in which defendants have or had a

controlling interest.

42. The members of the Class are so numerous that joinder of all members is

impracticable. Throughout the Class Period, F AB securities were actively traded on the NYSE

Stock Market. While the exact number of Class members is unknown to plaintiff at this time and

can only be ascertained through appropriate discovery, plaintiff believes that there are hundreds

or thousands of members in the proposed Class. Record owners and other members of the Class

may be identified from records maintained by F AB or its transfer agent and may be notified of

the pendency of this action by mail, using the form of notice similar to that customarily used in

securities class actions.

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43. Plaintiffs' claims are typical of the claims of the members of the Class as all

members of the Class are similarly affected by defendants' wrongful conduct in violation of

federal law that is complained of herein.

44. Plaintiff will fairly and adequately protect the interests of the members of the

Class and has retained counsel competent and experienced in class and securities litigation.

45. Common questions of law and fact exist as to all members of the Class and

predominate over any questions solely affecting individual members of the Class. Among the

questions of law and fact common to the Class are:

a) whether the Exchange Act was violated by defendants as alleged herein;

b) whether statements made by defendants misrepresented material facts about

the business, operations and management ofF AB; and

c) to what extent the members of the Class have sustained damages and the

proper measure of damages.

46. A class action is superior to all other available methods for the fair and efficient

adjudication of this controversy since joinder of all members is impracticable. Fm1hermore, as

the damages suffered by individual Class members may be relatively small, the expense and

burden of individual litigation make it impossible for members of the Class to individually

redress the wrongs done to them. There will be no difficulty in the management of this action as

a class action.

APPLICABILITY OF PRESUMPTION OF RELIANCE: FRAUD-ON-THE-MARKET DOCTRINE

47. The market for FAB common stock was open, well-developed and efficient at all

relevant times. As a result of these materially false and misleading statements and omissions as

set forth above, F AB securities traded at artificially inflated prices during the Class Period.

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Plaintiff and other members of the Class purchased or otherwise acquired F AB securities relying

upon the integrity of the market price ofF AB securities and market information relating to F AB,

and have been damaged thereby.

48. During the Class Period, defendants materially misled the investing public,

thereby inflating the price ofF AB securities, by publicly issuing false and misleading statements

and omitting to disclose material facts necessary to make defendants' statements, as set fmth

herein, not false and misleading. Said statements and omissions were materially false and

misleading in that they failed to disclose material adverse information and misrepresented the

truth about the Company, its business and operations, as alleged herein.

49. At all relevant times, the material misrepresentations and omissions

particularized in this complaint directly or proximately caused, or were a substantial contributing

cause of, the damages sustained by plaintiff and other members of the Class. As described

herein, during the Class Period, defendants made or caused to be made a series of materially

false or misleading statements about FAB's business, prospects, and operations. These material

misstatements and omissions had the cause and effect of creating, in the market, an

unrealistically positive assessment of F AB and its business, prospects, and -.qperations, thus

causing the Company's securities to be overvalued and attificially inflated at all relevant times.

Defendants' materially false and misleading statements during the Class Period resulted in

plaintiff and other members of the Class purchasing F AB securities at artificially inflated prices,

thus causing the damages complained of herein. When the true facts about the Company were

revealed to the market, the inflation in the price of F AB common stock was removed and the

price of FAB common stock declined dramatically, causing losses to plaintiff and the other

members ofthe Class.

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APPLICABILITY OF PRESUMPTION OF RELIANCE: AFFILIATED UTE

50. Neither Plaintiff nor the Class need prove reliance - either individually or as a

class because under the circumstances of this case, which involves a failure to disclose the

material related party transactions described herein above, positive proof of reliance is not a

prerequisite to recovery, pursuant to ruling of the United States Supreme CoU11 in Affiliated Ute

Citizens of Utah v. United States, 406 U.S. 128 (1972). All that is necessary is that the facts

withheld be material in the sense that a reasonable investor might have considered the omitted

information important in deciding whether to buy or sell the subject security.

LOSS CAUSATION/ECONOMIC LOSS

51. During the Class Period, as detailed herein, defendants made false and misleading

statements and engaged in a scheme to deceive the market and a course of conduct that

artificially inflated the price of securities and operated as a fraud or deceit on Class Period

purchasers of F AB securities by misrepresenting the value of the Company's business and

prospects by overstating its earnings and concealing the significant defects in its internal

controls. As defendants' misrepresentations and fraudulent conduct became apparent to the

market, the price ofF AB common stock fell precipitously, as the prior artificial inflation came

out of the price. As a result of their purchases of F AB securities during the Class Period, plaintiff

and other members of the Class suffered economic loss, i.e., damages, under the federal

securities laws.

COUNT I

For Violations of §lO(b) of the Exchange Act and Rule lOb-S Against Defendant F AB and the Individual Defendants

52. Plaintiff repeats and realleges each and every allegation contained above as if

fully set forth herein.

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53. This claim is asse11ed against FAB and the Individual Defendants.

54. During the Class Period, the Defendants carried out a plan, scheme and course of

conduct which was intended to and, throughout the Class Period, did: (1) deceive the investing

public, including plaintiff and other Class members, as alleged herein; and (2) cause plaintiff and

other members of the FAB's securities at atiificially inflated prices. In fmiherance of this

unlawful scheme, plan and course of conduct, the Defendants, and each of them, took the actions

set fmih herein.

55. The Defendants (a) employed devices, schemes, and artifices to defraud; (b) made

untrue statements of material fact and/or omitted to state material facts necessary to make the

statements not misleading; and (c) engaged in acts, practices, and a course of business that

operated as a fraud and deceit upon the purchasers of the Company's common stock in an effo11

to maintain artificially high market prices for FAB's securities in violation of Section lO(b) of

the Exchange Act and Rule 1 Ob-5 thereunder. All Defendants are sued either as primary

participants in the wrongful and illegal conduct charged herein or as controlling persons as

alleged below.

56. The Defendants, individually and in concert, directly and indirectly, by the use,

means or instrumentalities of interstate commerce and/or of the mails, engaged and pa11icipated

in a continuous course of conduct to conceal adverse material information about the business,

operations and future prospects ofF AB as specified herein.

57. The Defendants employed devices, schemes and artifices to defraud, while in

possession of material adverse non-public information and engaged in acts, practices, and a

course of conduct as alleged herein in an effo11 to assure investors of FAB's value and

performance and continued substantial growth, which included the making of, or participation in

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the making of, untrue statements of material facts and omitting to state material facts necessary

in order to make the statements made about F AB and its business operations and future prospects

in the light of the circumstances under which they were made, not misleading, as set forth more

particularly herein, and engaged in transactions, practices and a course of business that operated

as a fraud and deceit upon the purchasers ofFAB's securities during the Class Period.

58. Each of the Individual Defendants' primary liability, and controlling person

liability, arises from the following facts: (1) the Individual Defendants were high-level

executives, directors, and/or agents at the Company during the Class Period and members of the

Company's management team or had control thereof; (2) each of these defendants, by virtue of

his responsibilities and activities as a senior officer and/or director of the Company, was privy to

and participated in the creation, development and reporting of the Company's financial

conditiQn; (3) each of these defendants enjoyed significant personal contact and familiarity with

the other defendants and was advised of and had access to other members of the Company's

management team, internal reports and other data and information about the Company's

finances, operations, and sales at all relevant times; and ( 4) each of these defendants was aware

of the Company's dissemination of information to the investing public which they knew or

recklessly disregarded was materially false and misleading.

59. The Defendants had actual knowledge of the misrepresentations and omissions of

material facts set f011h herein, or acted with reckless disregard for the truth in that they failed to

asce1tain and to disclose such facts, even though such facts were available to them. Such

Defendants' material misrepresentations and/or omissions were done knowingly or recklessly

and for the purpose and effect of concealing F AB 's operating condition and future business

prospects from the investing public and supporting the artificially inflated price of its common

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stock. As demonstrated by these Defendants' overstatements and misstatements of the

Company's financial condition throughout the Class Period, the Defendants, if they did not have

actual knowledge of the misrepresentations and omissions alleged, were reckless in failing to

obtain such knowledge by deliberately refraining from taking those steps necessary to discover

whether those statements were false or misleading.

60. As a result of the dissemination of the materially false and misleading information

and failure to disclose material facts, as set forth above, the market price of FAB securities was

artificially inflated during the Class Period. In ignorance of the fact that market prices ofF AB' s

publicly-tro.ded securities were artificially inflated, and relying directly or indirectly 011 tht false

and misleading statements made by defendants, or upon the integrity of the market in which the

securities trade, and/or on the absence of material adverse information that was known to or

recklessly disregarded by the Defendants but not disclosed in public statements by Defendants

during the Class Period, Plaintiff and the other members of the Class acquired F AB securities

during the Class Period at artificially high prices and were or will be damaged thereby.

61. At the time of said misrepresentations and omissions, Plaintiff and other members

of the Class were ignorant of their falsity, and believed them to be true. Had Plaintiff and the

other members of the Class and the marketplace known the truth regarding F AB 's fimmcial

results, which were not disclosed by defendants, Plaintiff and other members of the Class would

not have purchased or otherwise acquired their F AB securities, or, if they had acquired such

common stock during the Class Period, they would not have done so at the at1ificially inflated

prices that they paid.

62. By virtue of the foregoing, the Defendants have violated Section ·1 O(b) of the

Exchange Act, and Rule lOb-5 promulgated thereunder.

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63. As a direct and proximate result of the Defendants' wrongful conduct, Plaintiff

and the other members of the Class suffered damages in connection with their respective

purchases and sales of the Company's Securities during the Class Period.

64. This action was filed within two years of discovery of the fraud and within five

years of each plaintiffs purchases of securities giving rise to the cause of action.

COUNT II

For Violations of §20(a) of the Exchange Act Against the Individual Defendants

65. Plaintiff repeats and realleges each and every allegation contained above as if

fully set forth herein.

66. The Individual Defendants acted as · controlling persons of F AB within the

meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their high-level

positions, agency, and their ownership and contractual rights, participation in and/or awareness

ofthe Company's operations and/or intimate knowledge of the false financial statements filed by

the Company with the SEC and disseminated to the investing public, the Individual Defendants

had the power to influence and control, and did influence and control, directly or indirectly, the

decision-making of the Company, including the content and dissemination of the various

statements that plaintiff contends are false and misleading. The Individual Defendants were

provided with or had unlimited access to copies of the Company's reports, press releases, public

filings and other statements alleged by Plaintiff to have been misleading prior to and/or shortly

after these statements were issued and had the ability to prevent the issuance of the statements or

to cause the statements to be corrected.

67. In particular, each of these defendants had direct and supervisory involvement in

the day-to-day operations of the Company and, therefore, is presumed to have had the power to

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control or influence the particular transactions giving rise to the securities violations as alleged

herein, and exercised the same.

68. As set forth above, F AB and the Individual Defendants each violated Section

lO(b) and Rule IOb-5 by their acts and omissions as alleged in this Complaint.

69. By virtue of their positions as controlling persons, the Individual Defendants are

liable pursuant to Section 20(a) of the Exchange Act. As a direct and proximate result of

Defendants' wrongful conduct, Plaintiff and other members of the Class suffered damages in

connection wiih their purchases of the Company's common stock during the Class Perioci .

70. This action was filed within two years of discovery of the fraud and within five

years of each plaintiff's purchases of securities giving rise to the cause of action.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff prays for relief and judgment, as follows:

(a) Determining that this action is a proper class action, designating Plaintiff

as Lead Plaintiff and certifying Plaintiff as a class representative under Rule 23 of the Federal

Rules of Civil Procedure and Plaintiffs counsel as Lead Counsel;

(b) Awarding compensatory damages in favor of Plaintiff and the other Class

members against all Defendants, jointly and severally, for all damages sustained as a result of

Defendants' wrongdoing, in an amount to be proven at trial, including interest thereon;

(c) A warding Plaintiff and the Class their reasonable costs and expenses

incurred in this action, including counsel fees and expert fees;

(d) A warding rescissory damages; and

(d) Such other and further relief as the Court may deem just and proper.

JURY TRIAL DEMANDED

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