22.  Plaintiff brings this action as a class action, pursuant to Federal Rule of Civil  Procedure 23, on behalf of all holders of the common stock of the Company (except the Defendants  herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of the  Defendants) and their successors in interest, who are or will be threatened with injury arising from  Defendants’ actions, as more fully described herein (the “Class”).   23.  This action is properly maintainable as a class action.   24.  The Class is so numerous that joinder of all members is impracticable.  As of  October 31, 2018, there were reportedly approximately 148,901,892 shares of Pacific Biosciences  common stock outstanding owned by thousands of shareholders spread across the United States.    57.  Plaintiff repeats and re-alleges each allegation set forth above as if fully set forth  herein.   58.  Section 14(a) of the Exchange Act provides that it is “unlawful for any person, by  the use of the mails or by any means or instrumentality of interstate commerce or of any facility of  a national securities exchange or otherwise, in contravention of such rules and regulations as the  Commission may prescribe as necessary or appropriate in the public interest or for the protection  of investors, to solicit or to permit the use of his name to solicit any proxy or consent or  authorization in respect of any security (other than an exempted security) registered pursuant to  section 78l of this title.” 15 U.S.C. § 78n(a)(1).   59.  Rule 14a-9, promulgated by the SEC pursuant to Section 14(a) of the Exchange  Act, provides that Proxy communications with shareholders shall not contain “any statement which,  at the time and in the light of the circumstances under which it is made, is false or misleading with  respect to any material fact, or which omits to state any material fact necessary in order to make the  statements therein not false or misleading.” 17 C.F.R. § 240.14a-9.   60.  As set forth above, Pacific Biosciences filed and delivered the Proxy to its  stockholders, which Defendants knew, or recklessly disregarded that they, contained material  omissions and misstatements described herein.   67.  Plaintiff repeats and re-alleges each allegation set forth above as if fully set forth  herein.   68.  The Individual Defendants acted as controlling persons of Pacific Biosciences  within the meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their  positions as officers and/or directors of Pacific Biosciences, and participation in and/or awareness  of the Company’s operations and/or intimate knowledge of the incomplete and misleading  statements contained in the Proxy filed with the SEC, they 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 materially  incomplete and misleading.   69.  Each of the Individual Defendants was provided with or had unlimited access to  copies of the Proxy and other statements alleged by Plaintiff to be misleading prior to and/or shortly  after these statements were issued and had the ability to prevent the issuance of the statements or  cause the statements to be corrected.   70.  In particular, each of the Individual 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 control or influence the particular transactions giving rise to the Exchange Act  violations alleged herein, and exercised the same. The Proxy at issue contains the unanimous  recommendation of each of the Individual Defendants to vote their shares in support of the  Proposed Transaction. They were thus directly involved in preparing the Proxy.   71.  In addition, as the Proxy sets forth at length, and as described herein, the Individual  Defendants were involved in negotiating, reviewing, and approving the Merger Agreement. The  Proxy purports to describe the various issues and information that the Individual Defendants  reviewed and considered. The Individual Defendants participated in drafting and/or gave their input  on the content of those descriptions.   Background of the Merger   On Behalf of Plaintiff and the Class Against the Individual Defendants for   Violations of Section 20(a) of the Exchange Act   On Behalf of Plaintiff and the Class Against All Defendants for  Violations of Section 14(a) of the Exchange Act and  17 C.F.R. § 244.100 Promulgated Thereunder  