(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)   27.  Plaintiff brings this action as a class action pursuant to Fed. R. Civ. P. 23 on  behalf of himself and the other public shareholders of SI Financial (the “Class”). Excluded from  the Class are Defendants herein and any person, firm, trust, corporation, or other entity related to  or affiliated with any of the Defendants.    29.  Defendants have acted, or refused to act, on grounds generally applicable to the  Class as a whole, and are causing injury to the entire Class. Therefore, preliminary and final  injunctive relief on behalf of the Class as a whole is entirely appropriate.  31.  On December 11, 2018, SI Financial and Berkshire jointly issued a press release  announcing the Proposed Transaction.  The press release stated in part:  53.  Plaintiff incorporates each and every allegation set forth above as if fully set forth  herein.   54.  Section 14(a)(1) of the Exchange Act makes it “unlawful for any person, by the  use of the mails or by any means or instrumentality of interstate commerce or of any facility of a  national securities exchange or otherwise, in contravention of such rules and regulations as the  Commission may prescribe as necessary or appropriate in the public interest or for the protection  of investors, to solicit or to permit the use of his name to solicit any proxy or consent or   authorization in respect of any security (other than an exempted security) registered pursuant to  section 78l of this title.” 15 U.S.C. § 78n(a)(1).   55.  Rule 14a-9, promulgated by the SEC pursuant to Section 14(a) of the Exchange  Act, provides that communications with stockholders in a recommendation statement shall not  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.   56.  Defendants have issued the Proxy Statement with the intention of soliciting  shareholders support for the Proposed Transaction. Each of the Defendants reviewed and  authorized the dissemination of the Proxy Statement, which fails to provide critical information  regarding, among other things, the financial projections for the Company.   58.  The Defendants knew or were negligent in not knowing that the Proxy Statement  is materially misleading and omits material facts that are necessary to render it not misleading.  The Defendants undoubtedly reviewed and relied upon the omitted information identified above  in connection with their decision to approve and recommend the Proposed Transaction.   59.  The Defendants knew or were negligent in not knowing that the material  information identified above has been omitted from the Proxy Statement, rendering the sections  of the Proxy Statement identified above to be materially incomplete and misleading. Indeed, the  Defendants were required to be particularly attentive to the procedures followed in preparing the  Proxy Statement and review it carefully before it was disseminated, to corroborate that there are  no material misstatements or omissions.   60.  The Defendants were, at the very least, negligent in preparing and reviewing the  Proxy Statement. The preparation of a registration statement by corporate insiders containing  materially false or misleading statements or omitting a material fact constitutes negligence. The  Defendants were negligent in choosing to omit material information from the Proxy Statement or  failing to notice the material omissions in the Proxy Statement upon reviewing it, which they  were required to do carefully as the Company’s directors. Indeed, the Defendants were  intricately involved in the process leading up to the signing of the Merger Agreement and the  preparation of the Company’s financial projections.   62.  Plaintiff and the Class have no adequate remedy at law. Only through the exercise  of this Court’s equitable powers can Plaintiff and the Class be fully protected from the  immediate and irreparable injury that Defendants’ actions threaten to inflict.  63.  Plaintiff incorporates each and every allegation set forth above as if fully set forth  herein.   64.  The Individual Defendants acted as controlling persons of SI Financial 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 SI Financial, and participation in and/or awareness of the Company’s  operations and/or intimate knowledge of the incomplete and misleading statements contained in  the Proxy Statement 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.   65.  Each of the Individual Defendants was provided with, or had unlimited access to,  copies of the Proxy Statement 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.   67.  In addition, as set forth in the Proxy Statement sets forth at length and described  herein, the Individual Defendants were involved in negotiating, reviewing, and approving the  Merger Agreement. The Proxy Statement purports to describe the various issues and information  that the Individual Defendants reviewed and considered. The Individual Defendants participated  in drafting and/or gave their input on the content of those descriptions.   68.  By virtue of the foregoing, the Individual Defendants have violated Section 20(a)  of the Exchange Act.   69.  As set forth above, the Individual Defendants had the ability to exercise control  over and did control a person or persons who have each violated Section 14(a) and 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 Section 20(a) of the Exchange Act. As a direct and  proximate result of Individual Defendants’ conduct, Plaintiff and the Class will be irreparably  harmed.   70.  Plaintiff and the Class have no adequate remedy at law. Only through the exercise  of this Court’s equitable powers can Plaintiff and the Class be fully protected from the  immediate and irreparable injury that Defendants’ actions threaten to inflict.  Background of the Company  