35.  Plaintiff brings this action as a class action pursuant to Rule 23 of the Federal  Rules of Civil Procedure on behalf of all persons who purchased or otherwise acquired Rocket  Fuel’s publicly traded securities during the Class Period.   36.  The members of the Class are so numerous that joinder of all members is  impracticable.  The disposition of their claims in a class action will provide substantial benefits  to the parties and the Court.  Rocket Fuel has over 35 million shares of stock outstanding, owned  by hundreds if not thousands of persons.   37.  There is a well-defined community of interest in the questions of law and fact  involved in this case.  Questions of law and fact common to the members of the Class that  predominate over questions that may affect individual Class members include: (a) whether  Case4:14-cv-03998-PJH   Document1   Filed09/03/14   Page10 of 39 - 10 -  98.  Plaintiff repeats and realleges each and every allegation contained above as if  fully set forth herein   99.  During the Class Period, Rocket Fuel and the Insider Defendants participated in  the preparation of and/or disseminated or approved the false statements specified above, which  they knew were or deliberately disregarded as being misleading in that they contained  misrepresentations and 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.  100.  Rocket Fuel and the Insider Defendants violated § 10(b) of the Exchange Act and  Rule 10b-5 in that they made untrue statements of material facts or 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.  101.  Rocket Fuel and the Insider Defendants, individually and together, directly and  indirectly, by the use, means, or instrumentalities of interstate commerce and/or the mails,  engaged and participated in a continuous course of conduct to conceal the truth and/or adverse  material information about the business, operations, and future prospects of Rocket Fuel as  specified herein.  Rocket Fuel and the Insider Defendants had actual knowledge of the  Case4:14-cv-03998-PJH   Document1   Filed09/03/14   Page33 of 39 - 33 -  For Violations of § 10(b) of the Exchange Act and Rule 10b-5(b)   (Against Rocket Fuel and the Insider Defendants)   For Violations Of § 20(a) Of The Exchange Act   (Against The Insider Defendants)  103.  Plaintiff repeats and realleges each and every allegation contained above as if  fully set forth herein.  104.  During the Class Period, the Insider Defendants acted as controlling persons of  Rocket Fuel within the meaning of § 20(a) of the Exchange Act.  By reason of their high-level  positions with the Company, participation in, and/or awareness of the Company’s operations,  direct involvement in the day-to-day operations of the Company, and/or intimate knowledge of  the Company’s actual performance, the Insider 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 materially false and misleading statements alleged  herein.  105.  By reason of such conduct, the Insider Defendants are liable pursuant to § 20(a)  of the Exchange Act.  Violations of Section 15 of the Securities Act  (Against the Insider Defendants)  121.  Plaintiff repeats and realleges each and every allegation contained above as if  fully set forth herein except for the allegations of fraudulent intent.  For the purposes of this  Count, Plaintiff expressly exclude and disclaim any allegation that could be construed as alleging  Case4:14-cv-03998-PJH   Document1   Filed09/03/14   Page37 of 39 - 37 -  Violations of Section 12(a)(2) of the Securities Act  (Against Rocket Fuel and the Underwriter Defendants)  115.  Plaintiff repeats and realleges each and every allegation contained above as if  fully set forth herein except for the allegations of fraudulent intent.  For purposes of this Count,  Plaintiff expressly excludes and disclaim any allegation that could be construed as alleging fraud  or intentional or reckless misconduct, as this Count is based solely on claims of strict liability  and/or negligence under the Securities Act.  116.  This Count is brought pursuant to Section 12(a)(2) of the Securities Act, by  Plaintiff and other members of the Class who purchased or otherwise acquired common stock in  the IPO against Rocket Fuel and the Underwriter Defendants.  The IPO Offering Materials  contained untrue statements of material fact and omitted to disclose material facts, as detailed  above.  The facts misstated and omitted would have been material to a reasonable person  reviewing the IPO Offering Materials.    117.  Rocket Fuel and the Underwriter Defendants owed Plaintiff and the other  members of the Class who acquired Rocket Fuel stock pursuant to the IPO Offering Materials  Case4:14-cv-03998-PJH   Document1   Filed09/03/14   Page36 of 39 - 36 -  Violation of §11 of the Securities Act  (Against All Defendants)  Case4:14-cv-03998-PJH   Document1   Filed09/03/14   Page34 of 39 - 34 - 