(Against Cardone Capital for Violation of Section 12(a)(2) of the  Securities Act)   (Against Cardone for Violation of Section 15 of the Securities Act)   64.  Plaintiff bring this action on their own behalf, and on behalf of a class  pursuant to Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure.  The  Class is defined as:   All persons and entities who purchased or otherwise acquired interests  in Cardone Equity Fund V and Cardone Equity Fund VI pursuant to  their public offerings.  Excluded from the Class are defendants and  their directors, officers, employees and agents.   66.  Plaintiff’s claims are typical of the claims of the members of the Class,  as all members of the Class were similarly affected by defendants’ wrongful  common course of conduct complained of herein.   67.  Plaintiff will fairly and adequately protect the interests of the members  of the Class and has retained counsel competent and experienced in class and  securities litigation.   68.  Common questions of law and fact exist as to all members of the Class  and predominate over any questions solely affecting individual members of the  Class.  Among the questions of law and fact common to the Class are:  (a)  whether defendants violated the federal securities laws;  (b)  whether defendants made material misstatements or omissions  in the Offering Documents;   (c)  whether the Offering Documents were negligently prepared,  contained materially misleading statements, and omitted  material information required to be stated therein; and  (d)  whether the “test the waters” communications made by  defendants were materially misleading and omitted material  information.   70.  Plaintiff incorporates each and every allegation set forth above as if  fully set forth herein.   71.  Cardone Capital offered and sold interests in Fund V and Fund VI  through offering statements and “test the waters” communications in connection  with the solicitation of its public offerings.    72.  By means of the defective offering statement and “test the waters”  communications made in connection with solicitation of the initial public offerings,  Cardone Capital promoted and sold interests in Fund V and Fund VI to plaintiff and  other members of the Class.    73.  The offering statement and “test the waters” communications made in  connection with the solicitation of the initial public offerings contained untrue  statements of material fact, and concealed or failed to disclose material facts.   Cardone Capital owed plaintiff and other members of the Class who purchased  interests in Fund V and Fund VI pursuant to the offering statements and “test the  waters” communications the duty to make a reasonable and diligent investigation of  the statements contained in the offering statements and test the waters  communications, to ensure that such statements were true, and to ensure that there  was no omission to state a material fact required to be stated in order to make the  statements contained therein not misleading.  Cardone Capital, in the exercise of  reasonable care, should have known of the misstatements and omissions contained  in the offering statements and test the waters communications as set forth above.   Plaintiff, while reserving all of his rights, expressly disclaims and disavows at this  time any allegation in this complaint that could be construed as alleging fraud.   75.  By reason of the conduct alleged herein, Cardone Capital violated  Section 12(a)(2) of the Securities Act.  As a direct and proximate result of such  violations, plaintiff and the other members of the Class who purchased interests in  Fund V and Fund VI pursuant to the offering statement sustained substantial  damages in connection with their purchases.  Accordingly, plaintiff and the other  members of the Class who purchased shares in Fund V and Fund VI pursuant to the  offering statement have the right to rescind and recover the consideration paid for  their shares, and thereby tender their shares to the defendants sued herein.  Class  members who have sold their shares seek damages to the fullest extent permitted by  law.  76.  Plaintiff incorporates each and every allegation set forth above as if  fully set forth herein.   77.  This claim is brought pursuant to Section 15 of the Securities Act  against Cardone.   78.  Cardone was a control person of Cardone Capital by virtue of his  position as CEO, and ownership interest in Cardone Capital.  Cardone signed the  Offering Documents and published posts and advertisements on his social media  accounts soliciting investors to purchase interests in the Funds for his own financial  benefit.    