27.  Plaintiff’s claims are brought on its own behalf and as a class action pursuant  to Federal Rule of Civil Procedure 23 on behalf of all owners of Lionbridge common stock  and their successors in interest, except defendants and their affiliates (the “Class”).   28.  Plaintiff’s claims are properly maintainable as a class action under Federal  Rule of Civil Procedure 23.   29.  The Class is so numerous that joinder of all members is impracticable.   According to the Proxy Statement, there were more than 61 million outstanding shares of  common stock entitled to vote at the Special Meeting on the Merger.   30.  There are questions of law and fact which are common to the Class and which  predominate over questions affecting any individual Class member.  The common questions  include, but are not limited to, whether:  (a)  defendants violated §§14(a) and 20(a) of the 1934 Act and SEC Rule  14a-9 by preparing, reviewing and disseminating a false and misleading Proxy Statement;  and  (b)  plaintiff and the other members of the Class have been damaged as a  result of the conduct detailed herein.   31.  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.   32.  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.   33.  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  - 9 -  the Class which would establish incompatible standards of conduct for the party opposing  the Class.   34.  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.   35.  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.  66.  Plaintiff repeats and realleges the allegations contained above in ¶¶1-65, as if  fully set forth herein.  - 22 -   67.  SEC Rule 14a-9, 17 C.F.R. §240.14a-9, promulgated pursuant to §14(a) of the  Securities Exchange Act of 1934, provides:  No solicitation subject to this regulation shall be made by means of any  proxy statement, form of proxy, notice of meeting or other communication,  written or oral, containing 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 or necessary to  correct any statement in any earlier communication with respect to the  solicitation of a proxy for the same meeting or subject matter which has  become false or misleading.   68.  Defendants prepared, reviewed and/or disseminated the false and misleading  Proxy Statement 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.   69.  As stated herein, the Proxy Statement contained 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, which the Proxy Statement was an essential link in the consummation of the  Merger.  The defendants have also failed to correct the Proxy Statement and the failure to  update and correct false statements is also a violation of §14(a) of the 1934 Act and SEC  Rule 14a-9 promulgated thereunder.   70.  The written communications made by the defendants described herein  constitute violations of Rule 14a-9 and §14(a) because such communications are materially  false and/or misleading and were provided in at least a negligent manner.   71.  As a direct result of the defendants’ negligent preparation, review and  dissemination of the false and/or misleading Proxy Statement, plaintiff and the class were  precluded both from exercising their right to seek appraisal and were induced to vote their  shares and accept inadequate consideration of $5.75 per share in connection with the Merger.   - 23 -  The false and/or misleading Proxy Statement used to obtain stockholder approval of the  Merger deprived plaintiff and the class of their right to a fully informed stockholder vote in  connection therewith and the full and fair value for their Lionbridge shares.  At all times  relevant to the dissemination of the materially false and/or misleading Proxy Statement,  defendants were aware of and/or had access to the true facts concerning Lionbridge’s  acquisition-based growth strategy, which was not reflected in the management projections  that were disclosed in the Proxy Statement, and as a result were aware that Lionbridge’s true  value was materially higher than indicated in Union Square’s financial analyses based on  those projections and materially higher than the $5.75 per share that Lionbridge’s  stockholders received in the Merger.  Thus, as a direct and proximate result of the  dissemination of the false and/or misleading Proxy Statement defendants used to obtain  stockholder approval of and thereby consummate the Merger, Plaintiff and the class have  suffered damage and actual economic losses (i.e., the difference between the price  Lionbridge stockholders received and Lionbridge’s true value at the time of the Merger) in  an amount to be determined at trial.   72.  The omissions and false and misleading statements in the Proxy Statement are  material in that a reasonable stockholder would have considered them important in deciding  how to vote on the Merger.  In addition, a reasonable investor would view a full and accurate  disclosure as having significantly altered the “total mix” of information made available in the  Proxy Statement and in other information reasonably available to shareholders.   73.  By reason of the misconduct detailed herein, the defendants are liable  pursuant to §14(a) of the 1934 Act and SEC Rule 14a-9 promulgated thereunder.  - 24 -  74.  Plaintiff repeats and realleges the allegations contained above in ¶¶1-65, as if  fully set forth herein.   75.  The Individual Defendants acted as controlling persons of Lionbridge within  the meaning of §20(a) of the 1934 Act.  (a)  By virtue of their positions as officers and/or directors and/or  controlling stockholders of Lionbridge, and/or their participation in and/or awareness of the  Company’s operations and/or intimate knowledge of the false statements contained in the  Proxy Statement filed with the SEC, the Individual 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 various statements which Plaintiff  contends are false and misleading.  (b)  Each of the Individual Defendants were provided with or had  unlimited access to copies of the Proxy Statement and other statements alleged by Plaintiff to  be misleading before 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.  (c)  The Proxy Statement details the Individual Defendants’ involvement  in negotiating, reviewing and approving the Merger and preparation of the Proxy Statement.  (d)  The Proxy Statement contains the unanimous recommendation of each  of the Individual Defendants to approve the Merger.  They were thus directly involved in the  making of this document.  (e)  By reason of such conduct, the Individual Defendants are liable  pursuant to §20(a) of the 1934 Act.  - 25 -   76.  The Buyer Defendants are a controlling person of Lionbridge and the  Individual Defendants within the meaning of §20(a) of the 1934 Act.  By reason of its  contractual obligations with Lionbridge, the Individual Defendants, and defendant Cowan in  particular, the Buyer Defendants possessed control over Lionbridge and the Individual  Defendants.  (a)  Lionbridge and the Individual Defendants were required by §6.01 of  the Merger Agreement to refrain from changing the operation of the Company’s business or  engaging in a variety of activities without the express written consent of the Buyer  Defendants.  (b)  Pursuant to §6.04(a) of the Merger Agreement, Lionbridge was not  permitted to change the record date for the stockholder meeting on the Merger without the  Buyer Defendants’ prior written consent.  (c)  Pursuant to §6.04(b) of the Merger Agreement, the Buyer Defendants  were required to, and did, “cooperate with the Company in connection with the preparation  and filing of the Proxy Statement, including as promptly as practicable furnishing to the  Company in writing upon request any and all information relating to it as may be required to  be set forth in the Proxy Statement under Applicable Law.”  HIG also promised to   ensure that such information supplied by it in writing for inclusion in the  Proxy Statement will not, on the date it is first mailed to stockholders of the  Company and at the time of the Stockholder Meeting or filed with the SEC  (as applicable), contain any untrue statement of a material fact or omit to  state any material fact required to be stated therein or necessary in order to  make the statements therein, in the light of the circumstances under which  they are made, not false or misleading.  HIG also explicitly required that, “prior to filing or mailing the Proxy Statement or any other  required filings (any amendment or supplement thereto), or responding to any comments of  the SEC with respect thereto, the Company shall provide Parent and its counsel with a  - 26 -  reasonable opportunity to review and comment on such document or response and shall  consider Parent’s comments in good faith.”   77.  By reason of such conduct, the Buyer Defendants are liable pursuant to §20(a)  of the 1934 Act.  Against the Individual Defendants and the Buyer Defendants  for Violation of §20(a) of the 1934 Act   Against All Defendants  for Violations of §14(a) of the 1934 Act  and SEC Rule 14a-9 Promulgated Thereunder  