29.  Plaintiff brings this action individually and as a class action pursuant to Federal  Rule of Civil Procedure 23 on behalf of all public holders of Interactive common stock who are  being and will be harmed by defendants’ actions described below (the “Class”).  Excluded from  the Class are defendants herein and any person, firm, trust, corporation, or other entity related to  or affiliated with any defendants.   30.  This action is properly maintainable as a class action under Federal Rule of Civil  Procedure 23.   31.  The Class is so numerous that joinder of all members is impracticable.  According  to Interactive’s SEC filings, as of August 26, 2016, there were more than 22 million shares of  Interactive common stock outstanding.  - 6 -   32.  There are questions of law and fact that are common to the Class and that  predominate over questions affecting any individual Class member.  The common questions  include, inter alia, the following:  (a)  whether defendants have breached their fiduciary duties of undivided  loyalty, independence, or due care with respect to plaintiff and the other members of the Class in  connection with the Acquisition, and/or are aiding and abetting therein;  (b)  whether defendants are engaging in self-dealing in connection with the  Acquisition, and/or are aiding and abetting therein;  (c)  whether defendants are unjustly enriching themselves and other insiders or  affiliates of Interactive and/or Genesys, and/or are aiding and abetting therein;  (d)  whether defendants have willfully or recklessly breached any of their  fiduciary duties to plaintiff and the other members of the Class in connection with the  Acquisition, including the duties of good faith, diligence, candor and fair dealing, and/or are  aiding and abetting therein;  (e)  whether defendants, in bad faith and for improper motives, have impeded  or erected barriers to discourage other offers for the Company or its assets, and/or have aided and  abetted therein;  (f)  whether the Acquisition compensation payable to plaintiff and the Class is  unfair and inadequate;  (g)  whether defendants have violated §§14(a) and 20(a) of the 1934 Act and  SEC Rule 14a-9 promulgated thereunder by disseminating a materially false and misleading  proxy statement to Interactive shareholders; and  (h)  whether plaintiff and the other members of the Class would be irreparably  harmed were the transactions complained of herein consummated.   33.  Plaintiff’s claims are typical of the claims of the other members of the Class and  plaintiff does not have any interests adverse to the Class.  - 7 -   34.  Plaintiff is an adequate representative of the Class, has retained competent  counsel experienced in litigation of this nature, and will fairly and adequately protect the  interests of the Class.   35.  The prosecution of separate actions by individual members of the Class would  create a risk of inconsistent or varying adjudications with respect to individual members of the  Class which would establish incompatible standards of conduct for the party opposing the Class.   36.  Plaintiff anticipates that there will be no difficulty in the management of this  litigation.  A class action is superior to other available methods for the fair and efficient  adjudication of this controversy.   37.  Defendants have acted on grounds generally applicable to the Class with respect  to the matters complained of herein, thereby making appropriate the relief sought herein with  respect to the Class as a whole.  60.  Plaintiff repeats and realleges each allegation set forth herein.   61.  The Individual Defendants, aided and abetted by Interactive, Parent, Merger Sub,  Lux 3, Holdings I and Holdings II, have willfully or recklessly and in bad faith breached their  fiduciary duties of care, loyalty, candor, good faith, and independence owed to the public  shareholders of Interactive and have acted to put their personal interests ahead of the interests of  Interactive’s shareholders.   62.  By the acts, transactions and courses of conduct alleged herein, defendants,  individually and acting as a part of a common plan, willfully or recklessly and in bad faith are  attempting to unfairly deprive plaintiff and the other members of the Class of the true value of  their investment in Interactive.   63.  The Individual Defendants have willfully or recklessly and in bad faith breached  their fiduciary duties by entering into the Acquisition without regard to the fairness of the  transaction to Interactive’s shareholders.  Interactive, Parent, Merger Sub, Lux 3, Holdings I and  Holdings II aided and abetted the Individual Defendants’ breaches of fiduciary duties owed to  plaintiff and the other holders of Interactive stock.   64.  As demonstrated by the allegations above, the Individual Defendants willfully or  recklessly and in bad faith failed to exercise the care required, and breached their duties of  loyalty, good faith, candor and independence owed to the shareholders of Interactive because,  among other reasons, they failed to ensure a fair process and maximization of shareholder value.  - 20 -   65.  Because the Individual Defendants dominate and control the business and  corporate affairs of Interactive, and are in possession of private corporate information concerning  Interactive’s assets, business and future prospects, there exists an imbalance and disparity of  knowledge and economic power between them and the public shareholders of Interactive which  makes it inherently unfair for them to pursue any proposed transaction wherein they will reap  disproportionate benefits to the exclusion of maximizing stockholder value.   66.  By reason of the foregoing acts, practices and course of conduct, the Individual  Defendants have willfully or recklessly and in bad faith failed to exercise ordinary care and  diligence in the exercise of their fiduciary obligations toward plaintiff and the other members of  the Class.   67.  As a result of the actions of defendants, plaintiff and the Class will be irreparably  harmed.  68.  Plaintiff repeats and realleges each allegation set forth herein.   69.  The Individual Defendants and Interactive disseminated the false and misleading  Proxy specified above, which failed to disclose material facts necessary in order to make the  statements made, in light of the circumstances under which they were made, not misleading.   70.  The Proxy was prepared, reviewed and/or disseminated by the Individual  Defendants and Interactive.  It misrepresented and/or omitted material facts, including material  information about the unfair sales process for the Company, the unfair consideration offered in  the Acquisition, and the actual intrinsic value of the Company’s assets.   71.  In so doing, the Individual Defendants and Interactive made untrue statements of  material facts and omitted to state material facts necessary to make the statements that were  made not misleading in violation of §14(a) of the 1934 Act and SEC Rule 14a-9 promulgated  thereunder.  By virtue of their positions within the Company, the Individual Defendants and  - 21 -  Interactive were aware of this information and of their duty to disclose this information in the  Proxy.   72.  The Individual Defendants and Interactive were at least negligent in filing the  Proxy with these materially false and misleading statements.   73.  The omissions and false and misleading statements in the Proxy are material in  that a reasonable shareholder would consider them important in deciding how to vote on the  Acquisition.  In addition, a reasonable investor would view a full and accurate disclosure as  significantly altering the “total mix” of information made available in the Proxy and in other  information reasonably available to shareholders.   74.  By reason of the foregoing, the Individual Defendants and Interactive have  violated §14(a) of the 1934 Act and SEC Rule 14a-9 promulgated thereunder.  Because of the  false and misleading statements in the Proxy, plaintiff and the members of the Class have been  damaged.  75.  Plaintiff repeats and realleges each allegation set forth herein.   76.  The Individual Defendants acted as controlling persons of Interactive within the  meaning of §20(a) of the 1934 Act as alleged herein.  By virtue of their positions as officers  and/or directors of Interactive and participation in and/or awareness of the Company’s operations  and/or intimate knowledge of the false 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 which plaintiff contends are false and misleading.   77.  Each of the Individual Defendants, Parent, Merger Sub, Lux 3, Holdings I and  Holdings II 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  - 22 -  were issued and had the ability to prevent the issuance of the statements or cause the statements  to be corrected.   78.  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 securities  violations as alleged herein, and exercised the same.  The Proxy at issue contains the unanimous  recommendation of each of the Individual Defendants to approve the Acquisition.  They were  thus directly involved in the making of this document.   79.  Parent, Merger Sub, Lux 3, Holdings I and Holdings II also had direct supervisory  control over composition of the Proxy and the information disclosed therein, as well as the  information that was omitted and/or misrepresented in the Proxy.   80.  In addition, as the Proxy sets forth at length, and as described herein, the  Individual Defendants, Parent, Merger Sub, Lux 3, Holdings I and Holdings II were each  involved in negotiating, reviewing and approving the Acquisition.  The Proxy purports to  describe the various issues and information that they reviewed and considered, descriptions  which had input from both the Board and Genesys.   81.  By virtue of the foregoing, the Individual Defendants, Parent, Merger Sub, Lux 3,  Holdings I and Holdings II have violated §20(a) of the 1934 Act.   82.  As set forth above, the Individual Defendants, Parent, Merger Sub, Lux 3,  Holdings I and Holdings II had the ability to exercise control over and did control a person or  persons who have each violated §14(a) and SEC Rule 14a-9 by their acts and omissions as  alleged herein.  By virtue of their positions as controlling persons, these defendants are liable  pursuant to §20(a) of the 1934 Act.  As a direct and proximate result of defendants’ conduct,  Interactive’s shareholders have been damaged.  Against the Individual Defendants, Parent, Merger Sub, Lux 3,   Holdings I and Holdings II for Violation of §20(a) of the 1934 Act   Against the Individual Defendants and Interactive for Violations of  §14(a) of the 1934 Act and Rule 14a-9 Promulgated Thereunder   Claim for Breach of Fiduciary Duties and Aiding and Abetting  Against All Defendants  