(Against All Defendants For Violations of   §10(b) of the Exchange Act and Rule 10b-5 Promulgated Thereunder)   (Violations of §20(a) of the   Exchange Act Against Defendant Steven Fife)   30.  Plaintiff brings this action as a class action on behalf of himself and on behalf of all  purchasers of common stock of Active Power during the Class period, (the “Class”), pursuant to  Federal Rule of Civil Procedure 23(a) and (b)(3) on behalf of the class. Excluded from the Class are  Defendants herein, members of the immediate family of each of the Defendants, any person, firm,  trust, corporation, officer, director or other individual or entity in which any Defendant has a  controlling interest or which is related to or affiliated with any of the Defendants, and the legal  representatives, agents, affiliates, heirs, successors-in-interest or assigns of any such excluded party.   31.  The members of the Class are so numerous that joinder of all members is  impracticable.  Throughout the Class Period, Active Power securities were actively traded on the  NASDAQ exchange.  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 at least  hundreds of members in the proposed Class.  Members of the Class may be identified from records  maintained by Active Power or its transfer agent and may be notified of the pendency of this action  by mail, using a form of notice customarily used in securities class actions.   32.  Plaintiff’s 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.    33.  Plaintiff will fairly and adequately protect the interests of the members of the Class  and has retained counsel competent and experienced in class action and securities litigation.   35.  A class action is superior to all other available methods for the fair and efficient  adjudication of this controversy. Since the damages suffered by individual Class members may be  relatively small, the expense and burden of individual litigation make it virtually impossible for the  Class members to seek redress for the wrongful conduct alleged. Plaintiff knows of no difficulty that  will be encountered in the management of this litigation that would preclude its maintenance as a  class action.     36.  Common questions of law and fact exist as to all members of the Class and  predominate over any questions affecting solely individual members of the Class. Among the  questions of law and fact common to the Class are:  (a)  whether the federal securities laws were violated by Defendants’ acts as  alleged herein;  (b)  whether the April 30, 2013 Press Release and April 30, 2013 8-K filing issued  by Defendants to the investing public misrepresented material facts concerning Active Power and its  business; and  (c)  the extent of injuries sustained by members of the Class and the appropriate  measure of damages.  39.  Plaintiff repeats and realleges each and every allegation contained above as if fully  set forth herein.    40.  This Count is asserted against defendants and is based upon Section 10(b) of the  Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 promulgated thereunder by the SEC.    41.  During the Class Period, defendants engaged in a plan, scheme, conspiracy and  course of conduct, pursuant to which they knowingly or recklessly engaged in acts, transactions,  practices and courses of business which operated as a fraud and deceit upon Plaintiff and the other  members of the Class; made various untrue statements of material facts and omitted to state material  facts necessary in order to make the statements made, in light of the circumstances under which they  were made, not misleading; and employed devices, schemes and artifices to defraud in connection  with the purchase and sale of securities. Such scheme was intended to, and, throughout the Class  Period, did: (i) deceive the investing public, including Plaintiff and other Class members, as alleged  herein; (ii) artificially inflate and maintain the market price of Active Power securities; and (iii)  cause Plaintiff and other members of the Class to purchase Active Power securities and options at  artificially inflated prices. In furtherance of this unlawful scheme, plan and course of conduct,  defendants, and each of them, took the actions set forth herein.   43.   By virtue of their positions at Active Power, defendants had actual knowledge of the  materially false and misleading statements and material omissions alleged herein and intended  thereby to deceive Plaintiff and the other members of the Class, or, in the alternative, defendants  acted with reckless disregard for the truth in that they failed or refused to ascertain and disclose such  facts as would reveal the materially false and misleading nature of the statements made, although  such facts were readily available to defendants. Said acts and omissions of defendants were  committed willfully or with reckless disregard for the truth. In addition, each defendant knew or  recklessly disregarded that material facts were being misrepresented or omitted as described above.   44.   Information showing that defendants acted knowingly or with reckless disregard for  the truth is peculiarly within defendants' knowledge and control. As the senior managers and/or  directors of Active Power, the Individual Defendants had knowledge of the details of Active Power  internal affairs.   46.  During the Class Period, Active Power securities were traded on an active and  efficient market. Plaintiff and the other members of the Class, relying on the materially false and  misleading statements described herein, which the defendants made, issued or caused to be  disseminated, or relying upon the integrity of the market, purchased shares of Active Power  securities at prices artificially inflated by defendants' wrongful conduct. Had Plaintiff and the other  members of the Class known the truth, they would not have purchased said securities, or would not  have purchased them at the inflated prices that were paid. At the time of the purchases by Plaintiff  and the Class, the true value of Active Power securities was substantially lower than the prices paid  by Plaintiff and the other members of the Class. The market price of Active Power securities  declined sharply upon public disclosure of the facts alleged herein to the injury of Plaintiff and Class  members.    48.   As a direct and proximate result of 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, upon the disclosure that the Company had been  disseminating misrepresented financial statements to the investing public.  49.  Plaintiff repeats and realleges each and every allegation contained in the foregoing  paragraphs as if fully set forth herein.    50.  During the Class Period, the Individual Defendants participated in the operation and  management of Active Power, and conducted and participated, directly and indirectly, in the conduct  of Active Power's business affairs. Because of their senior positions, they knew the adverse non- public information about Active Power's corporate governance violations and false financial  statements.   51.   As officers and/or directors of a publicly owned company, the Individual Defendants  had a duty to disseminate accurate and truthful information with respect to Active Power' s financial  condition and results of operations, and to correct promptly any public statements issued by Active  Power which had become materially false or misleading.   53.   Each of the Individual Defendants, therefore, acted as a controlling person of Active  Power. By reason of their senior management positions and/or being directors of Active Power, each  of the Individual Defendants had the power to direct the actions of, and exercised the same to cause,  Active Power to engage in the unlawful acts and conduct complained of herein. Each of the  Individual Defendants exercised control over the general operations of Active Power and possessed  the power to control the specific activities which comprise the primary violations about which  Plaintiff and the other members of the Class complain.   54.   By reason of the above conduct, the Individual Defendants are liable pursuant to  §20(a) of the Exchange Act. 