(Against All Defendants for Violations of Section 14(a) of the Exchange Act  and 17 C.F.R. § 244.100 Promulgated Thereunder)   (Against All Defendants for Violations of Section 14(a) of the Exchange Act   and Rule 14a-9 Promulgated Thereunder)   (Against the Individual Defendants for Violations   of Section 20(a) of the Exchange Act)   22.  Plaintiff brings this class action pursuant to Fed. R. Civ. P. 23 on behalf of himself  and the other public stockholders of Oclaro (the “Class”).  Excluded from the Class are Defendants  herein and any person, firm, trust, corporation, or other entity related to or affiliated with any  Defendant.   24.  Oclaro manufactures and markets optical components, modules, and subsystems  used in telecommunications, data communications, aerospace, consumer optics, and  semiconductors.   52.  Plaintiff incorporates each and every allegation set forth above as if fully set forth  herein.   56.  Plaintiff incorporates each and every allegation set forth above as if fully set forth  herein.   57.  SEC Rule 14a-9 prohibits the solicitation of stockholder votes in proxy  communications that 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.    67.  Plaintiff incorporates each and every allegation set forth above as if fully set forth  herein.   68.  The Individual Defendants acted as controlling persons of Oclaro 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 Oclaro, and participation in and/or awareness of the Company’s  operations and/or intimate knowledge of the incomplete and misleading statements contained in  the S4 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 S4 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.   The Proposed Merger   