Plymouth County Retirement System, et al. v. Model N, Inc...

Case3:14-cv-04516-LB Document1-1 Filed10/08/14 Page1 of 38

EXHIBIT A


1 ROBB[NS GELLER RUDMAN &DOWDLLP

2 SHAWN A. WILLIAMS (213113) Post Montgomery Center

3 One Montgomery Street, Suite 1800 San Francisco, CA 94104

4 Telephone: 415/288-4545 415/288-4534 (fax)

5' - and - SAMUEL H. RUDMAN

II MARY K. BLASY (211262) 58 South Service Road, Suite 200

1I Melville, NY 1. 1747 Telephone: 631/367-7100

8 631/367-1173 (fax)

9 Attorneys for Plaintiff

10

11

12 PLYMOUTH COUNTY RETIREMENT SYSTEM, Individually and on Behalf of All Others Similarly Situated,

Plaintiff,

15

VS.

16 MODEL N, INC., ZACK RINAT,

17 SUJAN JAIN, JAMES W. BREYER,

18 SARAH FRIAR, MARK GARRErI',

19 CHARLES J. ROBEL, J.P. MORGAN SECURITIES LLC,

20 DEUTSCHE BANK SECURITIES INC, STIFEL, NICOLAUS & COMPANY,

21 INCORPORATED, PACIFIC CREST SECURITIES LLC,

22 PIPER JAFFRAY & CO, RAYMOND JAMES & ASSOCIATES, INC.

23 and DOES 1-25, inclusive,

24

Defendants.

25

EP P.

LABATON SUCHAROW LLP CHRISTOPHER J. KELLER MICHAEL W. STOCKER 140 Broadway New York, NY 10005 Telephone: 212/907-0700 212/818-0477 (fax)

) Case No. c1V530291 )

) CLASS ACTION

COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933

DEMAND FOR JURY TRIAL

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF SAN MATE I

COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933

26

27

28


1

Plaintiff Plymouth County Retirement System ("Plymouth County" or "Plaintiff') alleges the

2 following based upon the investigation of Plaintiffs counsel, which included a review of United States

3 Securities and Exchange Commission ("SEC") filings by Model N, Inc. ("Model N" or the

4 "Company"), as well as regulatory filings and reports, securities analysts' reports and advisories about

5 the Company, press releases and other public statements issued by the Company, and media reports

6 about the Company. Plaintiff believes that substantial additional evidentiary support will exist for the

7 allegations set forth herein after a reasonable opportunity for discovery.

8

NATURE OF THE ACTION

9

1. This is a securities class action on behalf of all purchasers of the common stock of Model

10 N pursuant and/or traceable to the Registration Statement and Prospectus issued in connection with

11 Model N's March 20, 2013 initial public stock offering (the "IPO"), seeking to pursue remedies under

12 the Securities Act of 1933 (the "Securities Act").

13

2. Pursuant to the Securities Act, defendants are strictly liable for the material

14 misstatements in the Prospectus (as defined herein) issued in connection with the IPO, and the claims

15 herein specifically exclude any allegations of knowledge or scienter. The claims in this action are based

16 solely on strict liability and negligence, and are not based on any reckless or intentionally fraudulent

17 conduct by or on behalf of defendants - I e, they do not allege, arise from, or sound in, fraud. Plaintiff

18 specifically disclaims any allegation of fraud, scienter, or recklessness in these non-fraud claims

19

JURISDICTION AND VENUE

20

3. This Court has subject matter jurisdiction over the causes of action asserted herein

21 pursuant to the California Constitution, Article VI, § 10, because this case is a cause not given by statute

22 to other trial courts. This action is not removable. The claims alleged herein arise under §§ 11, 12(a)(2)

23 and 15 of the Securities Act, 15 U.S.C. §77k, 771(a)(2) and 77o. Jurisdiction is conferred by §22 of

24 the Securities Act and venue is proper pursuant to §22 of the Securities Act. Section 22 of the

25 Securities Act explicitly states that "[e]xcept as provided in section 16(c), no case arising under this title

26 and brought in any State court of competent jurisdiction shall be removed to any court in the United

27 States" Section 16(c) refers to "covered class actions," which are defined as lawsuits brought as class

28 actions or brought on behalf of more than 50 persons asserting claims under state or common law. This

-1- COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933


1 is an action asserting federal law claims. Thus, it does not fall within the definition of "covered class

2 action" under §16(b)-(c) and therefore is not removable to federal court. See Luther v Countrywide

3 Fin. Corp, 195 Cal. App. 4th 789, 792 (2d Dist. 2011) ("The federal Securities Act of 1933 . . . as

4 amended by the Securities Litigation Uniform Standards Act. . . provides for concurrent jurisdiction for

5 cases asserting claims under the 1933 Act."); Luther v. Countrywide Home Loans Servicing LP, 533

6 F.3d 1031, 1032 (9th Cir. 2008) ("Section 22(a) of the Securities Act of 1933 creates concurrent

7 jurisdiction in state and federal courts over claims arising under the Act It also specifically provides

8 that such claims brought in state court are not subject to removal to federal court.").

9

4. This Court has personal jurisdiction over each of the defendants named herein because

10 they conducted business in and/or were citizens of California at the time of the IPO (including Model N,

11 which maintained its principal place of business in this State and County at the time of the IPO, and

12 each of the Individual Defendants (defined below), all of whom reside or work in California). Each of

13 the Underwriter Defendants (defined below) also has offices in and/or conducts significant business in

14 this jurisdiction as well. The violations of law complained of herein also occurred in California,

15 including the preparation and dissemination of the materially false and misleading Registration

16 Statement complained of herein, which statements were disseminated into this State.

17

5. Venue is proper in this Court because defendants' wrongful acts arose in and emanated

18 from this County. At the time of the IPO, Model N's principal executive offices were located at 1800

19 Bridge Parkway, Redwood City, California, and are currently located at 1600 Seaport Boulevard, Suite

20 400, Pacific Shores Center— Building 6, Redwood City, California. Individual Defendants Breyer and

21 Robel each reside in San Mateo County, and Individual Defendants Rinat, Jam, Friar and Garrett, who

22 reside, respectively, in the California counties of Santa Clara, Santa Clara, Mann and Santa Clara,

23 undertook activities related to the IPO from Model N's San Mateo County headquarters.

24

PARTIES

25

6. Plaintiff Plymouth County purchased Model N common stock pursuant and/or traceable

26 to the IPO, and was damaged thereby.

27

28



1

7 Defendant Model N is a software company founded in 1999 whose primary focus is

2 revenue management software for pharmaceutical and medical device companies. Following the IPO,

3 Model N stock has traded on the New York Stock Exchange under the ticker symbol "MODN."

4

8. Defendant Zack Rinat is the Company's founder and was at the time of the TO its Chief

5 Executive Officer, a director and Chairman of Model N's Board of Directors. Defendant Rinat resides

6 in Santa Clara County, California.

7

9. Defendant Sujan Jam ("Jam") was, at the time of the IPO, a Senior Vice President and

8 the Chief Financial Officer ("CFO") of Model N. Defendant Jain suddenly resigned in May 2014 and

9 Model N brought back its former CFO to replace defendant Jam. Defendant Jain resides in Santa Clara

10 County, California

11

10. Defendant James W. Breyer ("Breyer") was at the time of the TO a director of Model N

12 Defendant Breyer resigned from the Model N Board following the IPO on May 2, 2013. Defendant

13 Breyer is also a co-founder of Accel-KKR Company LLC, a pre-IPO venture capital financier of Model

14 N which is referred to herein as the "Selling Stockholder." Defendant Breyer resides in San Mateo

15 County, California.

16

11. Defendant Sarah Friar is, and was at the time of the IPO, a director of Model N

17 Defendant Friar resides in Mann County, California.

18

12. Defendant Mark Garrett is, and was at the time of the IPO, a director of Model N.

19 Defendant Garrett resides in Santa Clara County, California.

20

13. Defendant Charles J. Robel is, and was at the time of the IPO, a director of Model N.

21 Defendant Robel resides in San Mateo County, California

22

14. The defendants named in ¶8- 13 are referred to herein as the "Individual Defendants."

23 The Individual Defendants each signed the Registration Statement.

24

15 Defendant J.P. Morgan Securities LLC is a financial services company that acted as an

25 underwriter and ajoint book-running manager of Model N's IPO, helping to draft and disseminate the

26 offering documents.

27

28



1

16. Defendant Deutsche Bank Securities Inc , an indirect wholly owned subsidiary of

2 Deutsche Bank AG, is a financial services company that acted as an underwriter and a joint book-

3 running manager of Model N's IPO, helping to draft and disseminate the offering documents.

4

17. Defendant Stifel, Nicolaus & Company, Incorporated is a financial services company

5 that acted as an underwriter of Model N's IPO, helping to draft and disseminate the offering documents.

6

18. Defendant Pacific Crest Securities LLC, based in Portland, Oregon, is a financial

7 services company that acted as an underwriter of Model N's IPO, helping to draft and disseminate the

8 offering documents.

9

19. Defendant Piper Jaffray & Co. is a financial services company that acted as an

10 underwriter of Model N's IPO, helping to draft and disseminate the offering documents.

11

20. Defendant Raymond James & Associates, Inc. is a financial services company that acted

12 as an underwriter of Model N's IPO, helping to draft and disseminate the offering documents.

13

21. The defendants named in ¶15-20 are referred to herein as the "Underwriter

14 Defendants." Pursuant to the Securities Act, the Underwriter Defendants are liable for the false and

15 misleading statements in the Registration Statement as follows:

16

(a) The Underwriter Defendants are investment banking houses that specialize, inter

17 alia, in underwriting public offerings of securities They served as the underwriters of the IPO and

18 shared more than $8.4 million in fees collectively. The Underwriter Defendants determined that in

19 return for their share of the IPO proceeds, they were willing to merchandize Model N stock in the IPO.

20 The Underwriter Defendants arranged a multi-city roadshow prior to the IPO during which they, and

21 representatives from Model N, met with potential investors and presented highly favorable information

22 about the Company, its operation, and its financial prospects.

23

(b) The Underwriter Defendants also demanded and obtained an agreement from

24 Model N that Model N would indemnify and hold the Underwriter Defendants harmless from any

25 liability under the federal securities laws They also made certain that Model N had purchased millions

26 of dollars in directors' and officers' liability insurance.

27

(c) Representatives of the Underwriter Defendants also assisted Model N and the

28 I Individual Defendants in planning the IPO, and purportedly conducted an adequate and reasonable



1 investigation into the business and operations of Model N, an undertaking known as a "due diligence"

2 investigation. The due diligence investigation was required of the Underwriter Defendants in order to

3 engage in the IPO. During the course of their "due diligence," the Underwriter Defendants had

4 continual access to confidential corporate information concerning Model N's operations and financial

5 prospects.

6

(d) In addition to availing themselves of virtually unbridled access to internal

7 corporate documents, agents of the Underwriter Defendants met with Model N's lawyers, management

8 and top executives and engaged in "drafting sessions" between at least December 2012 and March

9 2013 During these sessions, understandings were reached as to. (i) the strategy to best accomplish the

10 IPO, (ii) the terms of the IPO, including the price at which Model N stock would be sold; (iii) the

11 language to be used in the Registration Statement; (iv) what disclosures about Model N would be made

12 in the Registration Statement; and (v) what responses would be made to the SEC in connection with its

13 review of the Registration Statement. As a result of those constant contacts and communications

14 between the Underwriter Defendants' representatives and Model N's management and top executives,

15 the Underwriter Defendants knew of, or in the exercise of reasonable care should have known of, Model

16 N's existing problems as detailed herein.

17

(e) The Underwriter Defendants caused the Registration Statement to be filed with

18 I the SEC and declared effective in connection with the offers and sales of securities registered thereby,

19 including those to Plaintiff and the other members of the Class.

20

22. The true names and capacities of defendants sued herein under California Code of Civil

21 Procedure §474 as Does 1 through 25, inclusive, are presently not known to plaintiff, who therefore

22 sues these defendants by such fictitious names. Plaintiff will seek to amend this Complaint and include

23 these Doe defendants' true names and capacities when they are ascertained. Each of the fictitiously

24 named defendants is responsible in some manner for the conduct alleged herein and for the injuries

25 suffered by the Class.

26

SUBSTANTIVE ALLEGATIONS

27

23 Defendant Model N is a Revenue Management solutions provider to the life science and

28 I technology industries. Revenue Management is an emerging enterprise application category that



1 purports to help companies to align and improve the processes of pricing and quoting, contract

2 development and management, trade settlements and channel incentives, in order to eliminate the

3 revenue leakage and reduce the financial regulatory compliance risk that can cost companies millions

4 per year According to Model N, Revenue Management has become a core, strategic focus for

5 companies from industries that deal with competitive pricing, complex contracts, and multiple channels.

6

24. Though it competes against better capitalized firms like Oracle Corporation and

7 HealthStream, Inc., Model N purports to offer a unique approach, optimized for life sciences and

8 technology companies, that combines industry specific solutions and best practices expertise to enable

9 their customers to better plan and control the processes that drive the entire revenue life cycle for their

10 business.

11

25. On December 11, 2012, Model N filed with the SEC a confidential draft Registration

12 Statement on Form S-i, which would later be utilized for the IPO following several amendments in

13 response to various rounds of comments by the SEC and being filed with the SEC publicly on February

14 13, 2013. On March 19, 2013, the SEC declared the Registration Statement effective. On or about

15 March 20,2013, Model N and the Underwriter Defendants priced the TO and filed the final Prospectus

16 for the IPO, which forms part of the Registration Statement (collectively, the "Registration Statement")

17

26 The Registration Statement was negligently prepared and, as a result, contained untrue

18 statements of material facts and/or omitted to state facts necessary to make the statements made not

19 misleading and was not prepared in accordance with the rules and regulations governing its preparation

20 Specifically, at the time of the IPO, Model N was then experiencing a disruption in its sales force which

21 was negatively impacting the Company's ability to close sales and causing significant sales execution

22 issues. Given the Company's extended sales cycle for its products, the Company's sales execution

23 issues were highly likely to impact the Company's continuing operations, as the Company lost sales

24 opportunities or sales were delayed, and, therefore, these issues were required to be disclosed in the

25 Registration Statement but were not.

26

27. The Registration Statement positively described the Company's sales force

27 competencies, stating in pertinent part as follows:

28



We primarily target large and mid-sized organizations worldwide through our marketing team and direct sales force. We assist our customers with the configuration

2

and implementation of our solutions. We have also established non-exclusive relationships with system integrators and consultants that promote our solutions through

3

business referral activities such asjoint prospective customer planning and marketing at industry events. These relationships also help to increase the number of skilled

4

resources trained and qualified to assist with the implementation of our solutions. A representative list of our customers based on our total revenues for the fiscal year ended

5

September 30, 2012 includes our life science customers Abbott Laboratories, Amgen Inc., Boston Scientific Corporation, Bristol-Meyers Squibb Company, Johnson &

6

Johnson and Merck & Co., Inc., and our technology customers Dell Inc., Nokia Corporation, STMicroelectronics N.V. and VMware, Inc.

7

8 We augment our sales professionals with solutions, engineers and industry domain

9

experts who work closely with prospective customers during the sales process. Our marketing team supports sales with demand generation, competitive analysis and sales

10

tools, and contributes to the sales process through lead generation, brand building, industry analyst relations, press relations and industry research.

11 Our sales and marketing efforts are tailored to communicate effectively to senior

12 executives in our target industries. We believe our industry expertise enables a better understanding of our customers' unique needs, including the specialized business

13

requirements of industry segments, such as pharmaceutical, biotechnology, medical device, semiconductor, consumer electronics and software. As a result, we believe we

14

are able to engage our customers during the sales process using quantitative and qualitative benchmarks built on a combination of comparative data from our customers

15

and from surveys of these industries.

16

We host an annual user conference, Rainmaker, which plays a significant role in driving sales for our solutions. Customers are invited both as attendees and participants

17

to deliver sessions relevant to the interests and practices of the life science and technology industries. We also invite potential customers to this conference in order to

18

leverage our strong customer references to accelerate sales cycles. In addition, Rainmaker provides a forum to build our eco-system of strategic partner relationships,

19 offering partners the opportunity to work closely with our sales force on joint sales

pursuits. 20

28. The Registration Statement described the Company's then-present "competitive 21

strengths" and the demand then being experienced for Model N's Revenue Management services, 22

stating in pertinent part as follows: 23

We believe fijfe science and technology] companies are seeking innovative solutions

24

to increase revenues and reduce missed revenue opportunities, or revenue leakage, as the opportunity to capture lost revenues has a significant business impact for life

25

science and technology companies

26 * *

27

Our Competitive Strengths

28

We believe our key competitive strengths include:



• Comprehensive approach to revenue management. Our integrated, end-to- end application suites enable our customers to transform their revenue

2 management processes from disjointed operations into a cohesive strategic end-

to-end process for decision making and process automation.

• Deep domain knowledge. Our expertise in the revenue management needs of

4

life science and technology companies enables us to develop solutions that address the unique demands of these industries.

5

6 • Strong installed customer base. We have established a reputation for

delivering revenue management solutions to leading life science and technology customers. We believe that the use of our products by respected industry leaders also increases the value of our brand in these industries. 7

• Flexible delivery options. Our modern, web-based platform supports both on- premise and cloud deployments. By offering both delivery options, we are able

j9

to reach a larger group of customers, address their unique needs and deliver cost and operational benefits.

10 • Talented team focused on customer success. We employ experts from the life

11 science and technology industries in key customer-facing and development

roles, resulting in close relationships with our customers and a strong reference

12

base for new sales opportunities.

13

14

We have enjoyed renewal ratesfor maintenance and support in excess of 95% during fiscal years ended September 30, 2010, 2011 and 2012.

15 29. The Registration Statement purported to warn investors about the extended sales cycle

16 for the Company's products without disclosing that at the time of the IPO the Company was then

17 experiencing sales execution issues that threatened to further impede and delay the sales process. The

18 Registration Statement stated in pertinent part as follows

19 Our sales efforts are targeted at larger enterprise customers, and as a result, we

20

face greater costs, must devote greater sales support to individual customers, have longer sales cycles and have less predictability in completing some of our sales Also,

21 sales to large enterprises often require us to provide greater levels of education

regarding the use and benefits of our solutions. We believe that our customers view the

22 purchase of our solutions as a significant and strategic decision. As a result, customers

carefully evaluate our solutions, often over long periods with a variety of internal

23 constituencies. In addition, the sales of our solutions may be subject to delays if the

customer has lengthy internal budgeting, approval and evaluation processes, which are

24

quite common in the context of introducing large enterprise-wide technology solutions. As a result it is difficult to predict the timing of our future sales.

25 30. Similarly the Registration Statement purported to warn investors about the importance of

26 the Company's direct sales force, but failed to disclose the sales execution issues then facing the

27 Company. The Registration Statement stated in pertinent part as follows:

28



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13

14

15

16

17

18

19

20

21

22

23

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25

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We rely almost exclusively on our direct sales force to sell our solutions. We believe that our future growth will depend, to a significant extent, on the continued development of our direct sales force and its ability to manage and retain our existing customer base, expand the sales of our solutions to existing customers and obtain new customers. Because our software is complex and often must interoperate with complex computing requirements, it can take longer for our sales personnel to become fully productive compared to other software companies. Our ability to achieve significant growth in revenues in the future will depend, in large part, on our success in recruiting, training and retaining a sufficient number of direct sales personnel. New hires require significant training and may, in some cases, take more than a year before becoming fully productive, if at all. If we are unable to hire and develop sufficient numbers of productive direct sales personnel, and if these sales personnel are unable to achieve full productivity, sales of our solutions will suffer and our growth will be impeded.

31 The statements referenced above in ¶1127-30 were each inaccurate statements of material

fact because they failed to disclose that the Company was then experiencing a disruption in its sales

force which was negatively impacting the Company's ability to close sales and causing significant sales

execution issues.

32. Under the rules and regulations governing the preparation of the Registration Statement,

Model N was required to disclose at the time of the IPO that it was then experiencing sales execution

issues which were highly likely to impact continuing operations. The Registration Statement, however,

contained no such disclosures.

33. Pursuant to Item 303 of Regulation S-K (17 C F.R. §229.303), and the SEC's related

interpretive releases thereto, issuers are required to disclose events or uncertainties that have had or are

reasonably likely to cause the registrant's financial information not to be indicative of future operating

results, including any known trends. At the time of the IPO, Model N was experiencing significant

sales execution issues. Given the Company's extended sales cycle for its products, the Company's sales

execution issues were highly likely to impact the Company's continuing operations, as the Company

lost sales opportunities or sales were delayed, and, therefore, these issues were required to be disclosed

in the Registration Statement but were not.

34 The IPO was successful for the Company, the Selling Stockholder and the Underwriter

Defendants, who collectively sold 7.751 million shares of Model N common stock to the public at

$15.50 per share, raising more than $108 million in gross proceeds for the Company ($101 million, net

of underwriting discounts and commissions) and $11.47 million in gross proceeds for the Selling

Stockholder ($10.667 million, net of underwriting discounts and commissions).



1

35. At the time of the filing of this action, the price of Model N stock traded near $9 50 per

2 share - a decline of 38% from the IPO price

3

CLASS ACTION ALLEGATIONS

4

36. Plaintiff brings this action as a class action on behalf of class consisting of all those

5 who purchased Model N common stock pursuant and/or traceable to the Registration Statement issued

6 in connection with the IPO (the "Class") Excluded from the Class are defendants and their families,

7 the officers and directors and affiliates of defendants, at all relevant times, members of their immediate

8 families and their legal representatives, heirs, successors or assigns and any entity in which defendants

9 have or had a controlling interest.

10

37. The members of the Class are so numerous thatjoinder of all members is impracticable

11 While the exact number of Class members is unknown to Plaintiff at this time and can only be

12 ascertained through appropriate discovery, Plaintiff believes that there are hundreds of members in the

13 proposed Class. Record owners and other members of the Class may be identified from records

14 maintained by Model N or its transfer agent and may be notified of the pendency of this action by mail,

15 using the form of notice similar to that customarily used in securities class actions.

16

38 Plaintiffs claims are typical of the claims of the members of the Class, as all members of

17 the Class are similarly affected by defendants' wrongful conduct in violation of federal law that is

18 complained of herein.

19

39. Plaintiff will fairly and adequately protect the interests of the members of the Class and

20 has retained counsel competent and experienced in class and securities litigation

21

40. Common questions of law and fact exist as to all members of the Class and predominate

22 over any questions solely affecting individual members of the Class. Among the questions of law and

23 fact common to the Class are

24

(a) whether defendants violated the Securities Act,

25

(b) whether the Registration Statement was negligently prepared and contained

26 inaccurate statements of material fact and omitted material information required to be stated therein;

27 and

28

- 10 - COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933


1

(c) to what extent the members of the Class have sustained damages and the proper

2 measure of damages.

3

41. A class action is superior to all other available methods for the fair and efficient

4 adjudication of this controversy since joinder of all members is impracticable. Furthermore, as the

5 damages suffered by individual Class members may be relatively small, the expense and burden of

6 individual litigation make it impossible for members of the Class to individually redress the wrongs

7 done to them There will be no difficulty in the management of this action as a class action

8

FIRST CAUSE OF ACTION

9

For Violation of §11 of the Securities Act Against All Defendants

10 42. Plaintiff incorporates ¶111-41 by reference.

11 43. This Cause of Action is brought pursuant to §11 of the Securities Act, 15 U.S.C. §77k,

12 on behalf of the Class, against all defendants.

13 44. The Registration Statement for the IPO was inaccurate and misleading, contained untrue

14 statements of material facts, omitted to state other facts necessary to make the statements made not

15 misleading, and omitted to state material facts required to be stated therein.

16 45. Defendants are strictly liable to Plaintiff and the Class for the misstatements and

17 omissions.

18 46. None of the defendants named herein made a reasonable investigation or possessed

19 reasonable grounds for the belief that the statements contained in the Registration Statement were true

20 and without omissions of any material facts and were not misleading.

21 47. By reason of the conduct herein alleged, each defendant violated, and/or controlled a

22 person who violated, §11 of the Securities Act.

23 48. Plaintiff acquired Model N common stock pursuant to the IPO.

24 49. Plaintiff and the Class have sustained damages. The value of Model N common stock

25 has declined substantially subsequent to and due to defendants' violations.

26 50 At the time of their purchases of Model N common stock, Plaintiff and other members of

27 the Class were without knowledge of the facts concerning the wrongful conduct alleged herein and

28



1 could not have reasonably discovered those facts prior to the disclosures herein. Less than one year has

2 elapsed from the time that Plaintiff discovered or reasonably could have discovered the facts upon

3 which this Complaint is based to the time that Plaintiff commenced this action. Less than three years

4 has elapsed between the time that the securities upon which this Cause of Action is brought were

5 offered to the public and the time Plaintiff commenced this action.

6

SECOND CAUSE OF ACTION

7

For Violation of §12(a)(2) of the Securities Act Against All Defendants

8

51. Plaintiff incorporates ¶f 1-50 by reference 9

52. By means of the defective Prospectus, defendants promoted and sold Model N stock to 10

Plaintiff and other members of the Class. 11

53. The Prospectus contained untrue statements of material fact, and concealed and failed to 12

disclose material facts, as detailed above. Defendants owed Plaintiff and the other members of the 13

Class who purchased Model N common stock pursuant to the Prospectus the duty to make a reasonable 14

and diligent investigation of the statements contained in the Prospectus to ensure that such statements 15

were true and that there was no omission to state a material fact required to be stated in order to make 16

the statements contained therein not misleading. Defendants, in the exercise of reasonable care, should 17

have known of the misstatements and omissions contained in the Prospectus as set forth above. 18

54. Plaintiff did not know, nor in the exercise of reasonable diligence could have known, of 19

the untruths and omissions contained in the Prospectus at the time that Plymouth County acquired 20

Model N common stock. 21

55. By reason of the conduct alleged herein, defendants violated §12(a)(2) of the Securities. 22

Act. As a direct and proximate result of such violations, Plaintiff and the other members of the Class 23

who purchased Model N common stock pursuant to the Prospectus sustained substantial damages in 24

connection with their purchases of the stock. Accordingly, Plaintiff and the other members of the Class 25

who hold the common stock issued pursuant to the Prospectus have the right to rescind and recover the 26

consideration paid for their shares, and hereby tender their common stock to defendants sued herein. 27

Class members who have sold their common stock seek damages to the extent permitted by law. 28



1

THIRD CAUSE OF ACTION

2

For Violation of §15 of the Securities Act Against Model N and the Individual Defendants

3

4 56. Plaintiff incorporates ¶J1 -55 by reference.

5 57 This Cause of Action is brought pursuant to §15 of the Securities Act against the

Company and the Individual Defendants. 6

7 58. The Individual Defendants each were control persons of Model N by virtue of their

positions as directors and/or senior officers of Model N. The Individual Defendants each had a series of 8

direct and/or indirect business and/or personal relationships with other directors and/or officers and/or 9

major shareholders of Model N. The Company controlled the Individual Defendants and all of Model 10

N's employees. 11

12 59. The Individual Defendants were each culpable participants in the violations of § 11 of the

13 Securities Act alleged in the First Cause of Action above, based on their having signed or authorized the

14 signing of the Registration Statement and having otherwise participated in the process which allowed

the IPO to be successfully completed. 15

PRAYER FOR RELIEF 16

17 WHEREFORE, Plaintiff prays for relief and judgment, as follows:

18 A Determining that this action is a proper class action, certifying Plaintiff as a Class

19 representative under California Code of Civil Procedure §382 and Rule 3 764 of the California Rules of

Court and appointing Plaintiff's counsel Class Counsel, 20

B. Awarding compensatory damages in favor of Plaintiff and the other Class members 21

22 against all defendants, jointly and severally, for all damages sustained as a result of defendants'

23 wrongdoing, in an amount to be proven at trial, including interest thereon,

24 C Awarding Plaintiff and the Class their reasonable costs and expenses incurred in this

action, including counsel fees and expert fees, 25

26 D Awarding rescission or a rescissory measure of damages, and

27 E. Such equitable/injunctive or other relief as deemed appropriate by the Court

28

- 13 - COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933


JURY TRIAL DEMANDED

Plaintiff hereby demands a trial by jury.

DATED: September 5, 2014 ROBBINS GELLERRUDMAN & DOWD LLP

SHAWN A. WILLIAMS

;4 "1

SHAWN A. WILLIAMS

Post Montgomery Center One Montgomery Street, Suite 1800 San Francisco, CA 94104 Telephone 415/288-4545 415/288-4534 (fax)

ROBBINS GELLER RUDMAN & DOWD LLP

SAMUEL H. RUDMAN MARY K. BLASY 58 South Service Road, Suite 200 Melville, NY 11747 Telephone: 631/367-7100 631/367-1173 (fax)

LABATON SUCHAROW LLP CHRISTOPHER J KELLER MICHAEL W. STOCKER 140 Broadway New York, NY 10005 Telephone. 212/907-0700 212/818-0477 (fax)

Attorneys for Plaintiff

I \Admin\CptDraft\Sccurities\Cpt Model N State doex

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CM-010 ATTORNEY OR PARTY1THOUT AtTORNEY (Name, State Barnumber and acidiess) FOR COURT USE ONLY

Shawn A Williams (213113) Robbins Geller Rudman & Dowd LLP One Montgomery Street, Suite 1800 )F i '.L. 1I? 1) San Francisco, CA 94104

TELEPHONE No 415/288-4545 FAX No 415/288-4534 ATTORNEY FOR (Name) Plaintiff Plymouth County Retirement System MATEO COUNTY

SUPERIOR COURT OF CALIFORNIA, COUNTY OF San Mateo STREET ADDRESS 400 County Center, 4th Floor MAILING ADDRESS

CITYANDZIPcODE Redwood City, CA 94063-1655 BRANCH NAME Hall of Justice and Records NY

CASE NAME

Plymouth County Retirement System v. Model N, Inc., et al. CIVIL CASE COVER SHEET I Complex Case Designation

CASE iiJ

j 5UMB

0 2 91 11211 Unlimited El Limited El Counter [III] Joinder (Amount (Amount JUDGE

demanded demanded is I Filed with first appearance by defendant exceeds $25,000) $25000 or less) I (Cal Rules of Court, rule 3 402) DEPT

Items 1-5 be/ow must be completed (see instructions on

Check one box below for the case type that best describes this case

Auto Tort Contract

111111 Auto (22) El Breach of contract/warranty (06)

LIII Uninsured motorist (46) El Rule 3 740 collections (09)

Other PIIPD/IND (Personal Injury/Property El Other collections (09) Damage/Wrongful Death) Tort El insurance coverage (18) El Asbestos (04) LIllill Other contract (37) LI] Product liability (24) Real Property LIII Medical malpractice (45) El Eminent domain/Inverse

El Other PI/PD/WD (23) condemnation (14)

Non-PIIPDIWD (Other) Tort El Wrongful eviction (33)

El Business tort/unfair business practice (07) [II] Other real property (26)

LII Civil rights (08) Unlawful Detainer

El Defamation (13) El Commercial (31)

El Fraud (16) El Residential (32)

[1111 Intellectual property (19) El Drugs (38)

1111111 Professional negligence (25) Judicial Review

LI] Other non-PI/PD/WD tort (35) El Asset forfeiture (05)

Employment El Petition re arbitration award (11)

El Wrongful termination (36) El writ of mandate (02)

Other employment (15) I I Other iudicial review

2 This case LU I is L.J is not complex under rule 3 400 of the California Rules of Court If the case is complex, mark the factors requiring exceptional judicial management

a M Large number of separately represented parties d El Large number of witnesses

b Extensive motion practice raising difficult or novel e El Coordination with related actions pending in one or more courts

issues that will be time-consuming to resolve in other counties, states, or countries, or in a federal court C

Substantial amount of documentary evidence f =Substantial postjudgment judicial supervision

3 Remedies sought (check all that apply) a ELI monetary b [7] nonmonetary, declaratory or injunctive relief C =punitive

4 Number of causes of action (specify) Three 5 This case Y1 is El is not a class action suit

6 If there are any known related cases, file and serve a notice of related case (You may use form CM-015)

Date September 5, 2014 Shawn A. Williams

• Plaintiff must file this cover sheet with the first paper filed in the action or proceeding (except small claims cases or cases filed under the Probate Code, Family Code, or Welfare and Institutions Code) (Cal Rules of Court, rule 3 220) Failure to file may result in sanctions

• File this cover sheet in addition to any cover sheet required by local court rule • If this case is complex under rule 3 400 et seq of the California Rules of Court, you must serve a copy of this cover sheet on all

other parties to the action or proceeding • Unless this is a collections case under rule 3 740 or a complex case, this cover sheet will be used for statistical purposes only

rage I of 2

Foffn Adopted for Mandatory Use CIVIL CASE COVER SHEET cal Rules of Court tiles 2 30, 3220,3400-3403,3 740, Judicial Council of California Cal Standardsof Judicial Administration old 310 CM-01 e [Rev. July 1, 20071 www 03u,tinfo 0390w

Provisionally Complex Civil Litigation (Cal Rules of Court, rules 3.400-3.403)

El Antitrust/Trade regulation (03)

El Construction defect (10)

El Mass tort (40)

Securities litigation (28)

El Environmental/Toxic tort (30)

El Insurance coverage claims ansing from the above listed provisionally complex case types (41)

Enforcement of Judgment

El Enforcement of judgment (20)

Miscellaneous Civil Complaint

El

RICO (27)

El Other complaint (not Specified above) (42)

Miscellaneous Civil Petition

El Partnership and corporate governance (21)

El Other petition (not specified above) (43)

LL

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CM-010 INSTRUCTIONS ON HOW TO COMPLETE THE COVER SHEET

To Plaintiffs and Others Filing First Papers if you are filing a first paper (for example, a complaint) in a civil case, you must complete and file, along with your first paper, the Civil Case Cover Sheet contained on page 1 This information will be used to compile statistics about the types and numbers of cases filed You must complete items 1 through 6 on the sheet In item 1, you must check one box for the case type that best describes the case If the case fits both a general and a more specific type of case listed in item 1, check the more specific one If the case has multiple causes of action, check the box that best indicates the primary cause of action To assist you In completing the sheet, examples of the cases that belong under each case type in item I are provided below A cover sheet must be filed only with your initial paper Failure to file a cover sheet with the first paper filed in a civil case may subject a party, its counsel, or both to sanctions under rules 2 30 and 3 220 of the California Rules of Court

To Parties in Rule 3.740 Collections Cases. A 'collections case" under rule 3 740 is defined as an action for recovery of money owed in a sum stated to be certain that is not more than $25,000, exclusive of interest and attorney's fees, arising from a transaction in which property, services, or money was acquired on credit A collections case does not include an action seeking the following (1) tort damages, (2) punitive damages, (3) recovery of real property, (4) recovery of personal property, or (5) a prejudgment writ of attachment The identification of a case as a rule 3 740 collections case on this form means that it will be exempt from the general time-for-service requirements and case management rules, unless a defendant files a responsive pleading A rule 3 740 collections case will be subject to the requirements for service and obtaining a judgment in rule 3 740

To Parties in Complex Cases. In complex cases only, parties must also use the Civil Case Cover Sheet to designate whether the case is complex If a plaintiff believes the case is complex under rule 3 400 of the California Rules of Court, this must be indicated by completing the appropriate boxes in items I and 2 If a plaintiff designates a case as complex, the cover sheet must be served with the complaint on all parties to the action A defendant may file and serve no later than the time of its first appearance a joinder in the plaintiffs designation, a counter-designation that the case is not complex, or, if the plaintiff has made no designation, a designation that

the case is complex CASE TYPES AND EXAMPLES Auto Tort Contract Provisionally Complex Civil Litigation (Cal

Auto (22)-Personal Injury/Property Breach of Contract/Warranty (06) Rules of Court Rules 3.400-3 403) Damage/Wrongful Death Breach of Rental/Lease Antitrust/Trade Regulation (03)

Uninsured Motorist (46) (if the Contract (not unlawful detainer Construction Defect (10)

case Involves an uninsured or wrongful eviction) Claims Involving Mass Tort (40)

motonst claim subject to Contract/Warranty Breach—Seller Securities Litigation (28)

arbitration, check this item Plaintiff (not fraud or negligence) Environmental/Toxic Tort (30)

instead of Auto) Negligent Breach of Contract/ Insurance Coverage Claims

Other PIIPDIWD (Personal Injury! Warranty (arising from provisionally complex

Property Damage/Wrongful Death) Other Breach of Contract/Warranty case type listed above) (41)

Tort Collections (e g ,money owed, open Enforcement of Judgment

Asbestos (04) book accounts) (09) Enforcement of Judgment (20)

Asbestos Property Damage Collection Case—Seller Plaintiff Abstract of Judgment (Out of

Asbestos Personal injury/ Other Promissory Note/Collections County)

Wrongful Death Case Confession of Judgment (non-

Product Liability (not asbestos or Insurance Coverage (not provisionally domestic relations)

toxic/environmental) (24) complex) (18) Sister State Judgment Medical Malpractice (45) Auto Subrogation Administrative Agency Award

Medical Malpractice— Other Coverage (not unpaid taxes)

Physicians & Surgeons Other Contract (37) Petition/Certification of Entry of

Other Professional Health Care Contractual Fraud Judgment on Unpaid Taxes

Malpractice Other Contract Dispute Other Enforcement of Judgment

Other PI/PD/WD (23) Real Property Case

Premises Liability (e g , slip Eminent Domain/inverse Miscellaneous Civil Complaint

and fall) Condemnation (14) RICO (27)

Intentional Bodily Injury/PD/WD Wrongful Eviction (33) Other Complaint (not specified

(e g , assault, vandalism) Other Real Property (e g , quiet title) (26) above) (42) Declaratory Relief Only Intentional Infliction of Writ of Possession of Real Property Injunctive Relief Only (non- Emotional Distress Mortgage Foreclosure harassment) Negligent Infliction of Quiet Title Mechanics Lien Emotional Distress Other Real Property (not eminent Other Commercial Complaint Other PI/PD/WD domain, landlordltenant, or

Non.P1IPDIWD (Other) Tort foreclosure) Case (non-tort/non-complex) Other Civil Complaint

Business Tort/Unfair Business Unlawful Detainer (non-tort/non-complex) Practice (07) Commercial (31) Miscellaneous Civil Petition

Civil Rights (e g, discrimination, Residential (32) Partnership and Corporate false arrest) (not civil Drugs (38) (if the case involves illegal Governance (21) harassment) (08) drugs, check this item, otherwise, Other Petition (not specified

Defamation (e g , slander, libel) report as Commercial or Residential) above) (43) (13) Judicial Review Civil Harassment

Fraud (16) Asset Forfeiture (05) , WorkpIace Violence Intellectual Property (19) Petition Re Arbitration Award (11) Elder/Dependent Adult Professional Negligence (25) Writ of Mandate (02) Abuse

Legal Malpractice Writ-Administrative Mandamus Election Contest Other Professional Malpractice Writ-Mandamus on Limited Court Petition for Name Change

(not medical or legal) Case Matter Petition for Relief From Late Other Non-Pl/PDIVI/D Tort (35) Writ—Other Limited Court Case Claim

Employment Review Other Civil Petition Wrongful Termination (36) Other Judicial Review (39) Other Employment (15) Review of Health Officer Order

Notice of Appeal—Labor Commissioner Appeals

CM.O1O[Re July 1,2007] CIVIL CASE COVER SHEET Page 2of2


SUMMONS (CITACION JUDICIAL)

NOTICE TO DEFENDANT: (AWSO AL DEMANDADO):

MODEL N, INC., ZACK R1NAT, SWAN lAiN, JAMES W. BRBYER, (Additional Parties Attachment form is attached)

FOR CWRrusecwL.y (SOLO PARA4eQOEL4 CORTE)

OflSO FILED MATEO COUNTY SEP - 52014

YOU ARE BEING SUED BY PLAINTIFF: I Oteik of the tupesior Cowl (LO ESTA DEMANDANDO EL DEMANDANTE):

PLYMOUTH COUNTY RETIREMENT SYSTEM, Individually and on bEmCLM Behalf of All Others Similarly Situated

NOTICEI You have been sued. The court may decide against you without your being heard unless you respond within 30 days. Read the information below.

You have 30 CALENDAR DAYS alter this summons and legal papers are served on you to file a written response at this court and have a copy served on the plainhlff. A latter or phone call will not protect you. Yourwdtton response must be In proper legal form ityouwant the court to hear your case. There may be a court form that you can use for your response: You can find these court forms and more Information at the California Courts - Online Self-Help Center (www.courIlnI'u.ca,gov/solfiie!p), your county law Hbraiy,.or the courthouse nearest you. if you cannot pay the filing fee, ask the court clerk for a tee waiver form, it you do not Die your response on time, you may lose the case by default, and your wages, money, and property may be taken without further warning from the court.

There are other legal requirements. You may wart to call an attorney right away. If you do not know an attorney, you maywant to call an attorney referral service. If you cannot afford an attorney, you may be eligible for free legal services from a nonprofit legal services program. You can locate those nonprofit groups at the California Legal Services Web site (www.1ewliefpcallfor,41a.org). the California Courts Online Self-Help Center (wrv/.couifin1o.ca.gov1so1fho1p), or by contacting your local court or county bar association. NOTE The court has a statutory Ilen for waived fees and costs on any settlement or arbitration award of $10,000 or more in a civil case. The court's lien must be paid before the court will dismiss the case 1AV1SOI La hen dernanclada. Sine responds dentro do 30 dies, Is carte peoria dedriren su contra sin escuchersu version. Lee Is InfonnaciOn a c,Jnllnuecón,

lieno 300IASDE CAL ENDARIO despuds cfe quo to enfreguon oslo ritaciOn ypapolos legates pare presenter ella (6$puesla par esctito an asic carte yhacer quo so ontregue ens copie a! domandante. Uris carte o una Ilamada totefbrica no to protegen. Se fespuesla poresc4lto Usne quo ester an (omiato legal corrode ci desoa quo procesen su case an (a cotta. Es poslblo qua hake tin form uledo quo us!ed puoda user pare su rospuesta. Puodo enconfrarestos form uleAos do Ia carte y mdsln!onnadOn en of Cenfro cleAWda do las Cortos do California (Www.sticorto.ca.gov), onto bibloteca do byes do sir condado o an to carte quo Fe quad& mba coma. Si nopuedepegarla wota do presantacrbn, picls at secret silo d Ia carte quo /a dO un fonnutatto de exenddn depago do cuotas. SJno prosenta su ,espuesta a Uempo, puedepordarel casoparincurnplirnfenboyla code I& pedrO qulter Cu suokte, din ero y biones sin mba edvortencia.

Hay ctrvs requlsitOs 10 gales. Es rocomendable quo llama a us abogado lnmec.tatomente. Si no conoce a on abogado, peace Flaniar a un sorvido do rem!siOn a abogados. St no puode pager a on abogarb, as pesible qua cumpla con los requlsitos pars obtener swvbclos legates gtafultos do on programs do sorvicios legalos sin fines do lucia. Peede enconfrarestos grupos sin fines do lucre on elsillo web do California Legal Services, (www.lawheIpcall10mIs.or9). on el Centro do Ayuda dales Ccrtes do California. (Www,sucorte.ca.gov) oponiOndaso an contacto con Is carte o of coaglo do abogados locales. At'75O: Par lay. Ia cotta Uene derecho a redomar lea cuotas y los costos exentoC pot imp on or en gravamen sabre cualquler racuporaclon do $1 0,000 6 mba do valor recibida medente un acuerdo 0 una concesfdn do arbllraje an an case do derecho dvii. Tione quo pager of gravamen dole cart eantes do quota carte pueda dosechar of case.

The name and address of the court is: (El nombre y dlnecciôn do ía carte es): Superior Court of CA, San Mateo County 400 County Center, 4th Floor Redwood City, CA 94063-1655

202

The name, address, and telephone number of plaintiffs attorney, or plaintiff without an attorney, is: (El nombrm, is dlrecclOn ye! nümoro do LelOfono del abogado del demandante, ode! demandante quo no liens abogado, Os): - Shawn A. Williams, Robbins Geller, One Montgomery Street #1800, San Francisco, CA 94104 415/288-4545

DATE: SEP Clerk, byJOW4O Afl'o It ARLO (Fecha) " (Secrefaifo)

toot or service of (hiS summons, use Proot of Service of Summons (form P08-010).) pnieba do entroga do oslo citatiOn use ci formulamlo Proof of Service of Summons, (P08-010

[SEAl-I neJin. ru 3fl rrsoJe OLiVtJ; iuu We SeIVeU

i. EJ as an individual defendant 2. El as the person sued under the fictitious name of (specify):

3 LIII on behalf of (specify):

under LII] COP 416.10 (corporation) [I] COP 416.60 (minor)

c: COP 416.20 (defunct corporation) [I] GOP 416.70 (conservatee)

[III COP 416.40 (association or partnership) [II] CCP 416.90 (authorized person)

LI] other (specify): 4. = by personal delivery on (date):

Foni, Adopledfoi'Manda Judda! comis of Cat SUM-leo IRei July 1.

SUMMONS Code arose Pmoack" lif 4122 465 wawcornthe.caov


SU SHORT TITLE: CASE NUMBER:

Plymouth County Retirement System v. Model N, Inc., et al.

INSTRUCTIONS FOR USE

+ This form may be used as an attachment to any summons if space does not permit the listing of all parties on the summons. + If this attachment is used, insert the following statement in the plaintiff or defendant box on the summons: 'Additional Parties

Attachment form is attached.'

List additional parties (Check only one box. Use a separate page for each type of party.):

fl Plaintiff [] Defendant Cross-Complainant [] Cross-Defendant

SARAH FRIAR, MARK GARRETT, CHARLES J. ROBEL, J.P. MORGAN SECURITIES LLC, DEUTSCHE BANK SECURITIES INC., STIFEL, NICOLAUS & COMPANY, INCORPORATED, PACIFIC CREST SECURITIES LLC, PIPER JAFFRAY & CO., RAYMOND JAMES & ASSOCIATES, INC. and DOES 1-25, inclusive,

Page 1 of 1 -. Page lofi

Form Adopted for Mandatory Use ADDITIONAL PARTIES ATTACHMENT Judicial Council of California SUM-200(A) Rev,

of I 2007) Attachment to Summons


Attorney or Party without Attorney (Name/Address) FOR COURT USE ONLY Shawn A. Williams, Robbins Geller Rudman & Dowd LLP One Montgomery Street, Suite 1800 San Francisco, CA 94104

Telephone , 415/288-4545 State Bar No 213113 •I I E 1 Attorney for Plaintiff pçcEO OOU SUPERIOR COURT OF CALIFORNIA COUNTY OF SAN MATEO 400 COUNTY CENTER REDWOOD CITY, CA 94063

Plaintiff Plymouth County Retirement System

Defendant Model N. Inc., et al.

Case Num~ei Certificate Re Complex Case Designation PI 5 V

This certificate must be completed and filed with your Civil Case Cover Sheet if you have checked a Complex Case designation or Counter-Designation

I. In the attached Civil Case Cover Sheet, this case is being designated or counter-designated as a complex case [or as not a complex case] because at least one or more of the following boxes has been checked:

Box 1 - Case type that is best described as being [or not being] provisionally complex civil litigation (i.e, antitrust or trade regulation claims, construction defect claims involving many parties or structures, securities claims or investment losses involving many parties, environmental or toxic tort claims involving many parties, claims involving mass torts, or insurance coverage claims arising out of any of the foregoing claims)

LN Box 2— Complex [or not complex] due to factors requiring exceptional judicial management

Lx Box 5 - Is [or is not] a class action suit.

2. This case is being so designated based upon the following supporting information [including, without limitation, a brief description of the following factors as they pertain to this particular case: (1) management of a large number of separately represented parties, (2) complexity of anticipated factual and/or legal issues, (3) numerous pretrial motions that will be time-consuming to resolve; (4) management of a large number of witnesses or a substantial amount of documentary evidence; (5) coordination with related actions

LL

CV-59 [Rev 1106] www sarimateocourt org


pending in one or more courts in other counties, states or countries or in a federal court; (6) whether or not certification of a putative class action will in fact be pursued; and (7) substantial post-judgment judicial supervision}

This case is provisionally complex as it involves securities claims.

In addition, it is being designated complex due to the large number

of parties, the complexity of factual and/or legal issues and because

certification of a putative class will be pursued.

(attach additional pages if necessary)

3. Based on the above-stated supporting information, there is a reasonable basis for the complex case designation or counter-designation [or noncomplex case counter-designation] being made in the attached Civil Case Cover Sheet.

I, the undersigned counsel or self-represented party, hereby certify that the above is true and correct and that I make this certification subject to the applicable provisions of California Code of Civil Procedure, Section 128.7 and/or California Rules of Professional Conduct, Rule 5-200 (B) and San Mateo County Superior Court Local Rules, Local Rule 2 30.

Dated: September 5, 2014

Shawn A. Williams _"L~ LI.IA~

[rype or Print Name] [Signature of Party or Attorney For Party]

CV-59 [Rev 1/06] www sanmateocourt org

Case3:14-cv-04516-LB

Document1-1 Filed10/08/14 Page23 of 38

POS-0115

ATTORNEY OR PARTY 'P,1Ti - OUT ATTORNEY Ns,iie 5ts Eer pths arC acfCias( Shawn A Williams, Eq

Robbins Geller Rudman & Dowd LLP

One Montgomery Street, Suite 1800

Sari Francisco, CA 94104

TELEPHONE NO 4151288-4545 '-' /CPQIIN)

E-MAIL ADDRESS OpcRa) shawnw@rgrdlaw corn ATTORNEY FOR aae, Plaintiffs, Plymouth County Retirement System

SUPERIOR COURT OF CALIFORNIA, COUNTY OF SAN MATEO STREET ADDRESS 400 County Center MAILING ADDRESS

Cii? AND ZIP CODE. Redwood Cry CA 94063 1655 BRANCH NAME. Hall of Justice and Records

PLAINTIFFIPETIT1ONER Plymouth County Retirement System

DEFENDANT/RESPONDENT. Model N, Inc ... ci al

FOR COURT USE ONLY

FILED IL N MATEO COUNTY La

SEP Z5 2U14

0

Of U.

CASE MJMSER

NOTICE AND ACKNOWLEDGMENT OF RECEIPT—CIVIL CIV 530291

TO (insert name of perty being served) James \V Breyer

NOTICE The summons and other documents identified below are being served pursuant to section 415 30 of the California Code of Civil Procedure Your failure to complete this form and return it within 20 days from the date of mailing shown below may subject you (or the party on whose behalf you are being served) to liability for the payment of any expenses incurred in serving a summons on you in any other manner permitted by law

if you are being served on behalf of a corporation, an unincorporated association (including a partnership), or other entity, this form must be signed by you in the name of such entity or by a person authonzed to receive service of process on behalf of such entity In all other cases, this form must be signed by you personally or by a person authorized by you to acknowledge receipt of summons If you return this form to the sender, service of a summons is deemed complete on the day you sign the acknowledgment of receipt below

Date of mailing September 9, 2014

Shawn A William; (T"PE OR PRiNT NAME)

SENDER—MUST NOT SEA PART f I's THIS CASE

ACKNOWLEDGMENT OF RECEIPT

Thrs acknowledges receipt of (to be completed by sender before mailing) 1 LsJ A copy of the summons arid of the complaint

2 ,j Other (,specify) - Civil Case Cover Sheet, Certificate Re Complex Case Designation, Notice of Case Management Conference, Appropriate Dispute Resolution Information Sheet, ADR Stipulation and Evaluation instructions; Case Management Statement; Complex Civil Litigation Department No 2 Information Package, and Superior Court of California County of Sari Mateo Local Rules As Amended Effective January 1, 2104.

(To be completed by recipient):

Date this form is signed

41J, 5 S5 W. cr (TYPE OR PRINT YOUR NAME ANDINAP.15 OF ENTITY. IF,ANY SIGNATURE OF FE $O'i,. c\t,v&E( tO RC FT V lb TInE IF

O'JW,1OSE EC1-IALF This FOFM IS SIGNED) ACNCwEDGMENT IS MAOh GM 55i1At 01, ANOTHER PERSON OR SNTiTY1

Page 1 of Form Adopted fmVenz--ifory UsL

NOTICE AND ACKNOWLEDGMENT OF RECEIPT - CIVIL C

FC'S.Oistjareary 1 20051 wmvcowwfocrGo"



POS-015 ATTORNEY OR PART MTHOUT ATTORNEY (Nerec. SteM EernunUer eedadCs

Shawn A Williams, Esq

Robbins Geller Rudman & Dowd LLP

One Moutgomery Street. Suite 1800

San Fr.incaco, CA 94104

TELEPHONE NO 415/2884545

E.MAJL MIDRESS (Cpbenai) sliawnwrrdlaw t.orn AITORNOY -'OR (Name PIainfts, Plymouth County Reuremoot System

SUPERIOR COURT OF CALIFORNIA, COUNT'! OF SAN MAThO STREET ADDRESS 400 County Center MAILING ADDRESS,

CI1YANDZ1PCCDE Redwood City, CA 94063-1655 BRANCH NAME Hall of Justice and Records

FOR COURT USE OM.Y

riLED N MATEO COUNTY

SEP ; Z14

r I

U-

£0

P LAIN TIFF/P ETIT1O NER Plymouth County Retirement System

DEFENOAN 1/RESPONDENT Model N, Inc., et al

CASE 8UDER

NOTICE AND ACKNOWLEDGMENT OF RECEIPT—CIVIL

CIV 530291

TO (insert name of party being served) Sarah Friar

NOTICE

The summons and other documents identified below are being served pursuant to section 415 30 of the California Code of Civil Procedure Your failure to complete this form and return it within 20 days from the date of mailing shown below may subject you (or the party on whose behalf you are being served) to liability for the payment of any expenses incurred in serving a summons on you in any other manner permitted by law

If you are being served on behalf of a corporation, an unincorporated association (including a partnership), or other entity, this form must be signed by you in the name of such entity or by a person authorized to receive service of process on behalf of such entity In all other cases, this form must be signed by you personally or by a person authorized by you to acknowledge receipt of summons If you return this form to the sender, service of a summons is deemed complete on the day you sign the acknowledgment of receipt below

Date of mailing' September 9, 2014

Shawn A. Williams (TYPE OR PRINT NAME)

NOT BE A PARTY IN ThtS CASE)

ACKNOWLEDGMENT OF

This acknowledges receipt of to be completed by sender before mailing)

1. LiJ A copy of the summons and of the complaint.

2. Other (specify,): Civil Case Cover Sheet, Certificate Re Complex Cabe Designation, Notice of Case Managenieni Conference, Appropriate Dispute Resolution

Information Sheet, ADR. Stipulation and Evaluation Instructions, Case Management Statement, Complex Civil Litigation Department No 2

Information Package; and Superior Court of California County of San Mateo Local Rules As Amended Effective January 1, 2104


Date this form is signed 7/1 /i 'i

iMickte,l Dctj 'W1 ,r Sdr.t1 FA (TYPE OR PRiNT YOUR NAME AND NAME OP ENTITi IF ANY

ON veiC$e e&iAJ.F Ti-itS FORM IS SIGNED) SiGNATURE CF PE9SONACt<N3'.tEO NO RECEIPT 'MTII TITLE IF

ACKNOEDGMEt(r 5 MADE ON BEHAtF OF AFtQTNEN FENQ' OR EN tryt

Pie I of I

NOTICE AND ACKNOWLEDGMENT OF RECEIPT - CIVIL CeCM°rseadure

P05.015 tRo' jaquar, 1 ,v so nm!o cao


A CPNEYOP PATYfliOUT ATTORNEY /Name State runthr ,macOmes) Shi'.n A Williams, tq

Robbins Getter Rudman & Dowd LLP

One monigoffivry Street, Suite 1800

San Francisco, CA 94104

TELEPHONE NO 41512884545 FAX NO (OpEeaa)

E4IAiL ADDRESS (Oponij shawiiwrgrd1aw corn

a.rrcRNay ron :sam; Plaintiffs Plynioutif County Retirement Sysiern

SUPERIOR COURT OF CALIFORNIA, COUNTY OF SAN MATEO STREET ADDRESS 400 Comtv Center MAILING ADDRESS

CITY AND ZIP CODE Redwood City, CA 94063l655 EPANCH NAME Hall of Justice and Records

PLAINTIFF/PETITIONER Plymouth County Retirement System

POS-015 Fo r? COURT 055 ONLY

FILED N MATEO COUNTY

SEP Z5 2 0 114

X

Im

U- >

w I:

DEFENDANT/RESPONDENT Model N, Inc-, ot al.


TO (insert name of party being served) Stuan Jam

CASE NUMIIER

CIV 530291

NOTICE The summons and other documents identified below are being served pursuant to section 415 30 of the California Code of Civil Procedure. Your failure to complete this form and return it within 20 days from the date of mailing shown below may subject you (or the party on whose behalf you are being served) to liability for the payment of any expenses incurred in serving a summons on you in any other manner permitted by law.

If you are being served on behalf of a corporation, an unincorporated association (including a partnership), or other entity, this form must be signed by you in the name of such entity or by a person authorized to receive service of process on behalf of such entity In all other cases, this form must be signed by you personally or by a person authonzed by you to acknowledge receipt of summons If you return this form to the sender, service of a summons is deemed complete on the day you SIgn the acknowledgment of receipt below


Shawn A Williams

(TYPE OR PRINT NAME)

OF iEN'bE—Mu5T NOT BOA PARTY IN This CASE)


This acknowledges receipt of (to be completed by sender before mailing) I = A copy of the summons and of the complaint.

2 = Other (specify)' Civil Case Cover Sheet; Certificate Re Complex Case Designation; Notice of Case Management ConfereiicZ, Appropriate Dispute Resolution

Information Sheet, DR Stipulation and Evaluation Instructions, Case Management Statement, Complex Civil Litgation Department No 2

Information Package, and Superior Court of Cali forma County of San Mateo Local Rules As Amended Effecttve January 1, 2104


Date this form is signed. -

ft1 J 5-lO cTYPE OP PRINT YOUR NASIE AND NAVE OF E W IV IF ANY çSI REiF PERSON ACKNOWLEDGiNG RECEIPT Yfl -' TITLE 1

ON WHOSE GEHALF1HIS FORM is SIGNED) ACKNO'LEGME,'i1 iS MACE ON SENAtE OF ANOTHER PERSON OR ENIIT1)

PSBE I at I

NOTICE AND ACKNOWLEDGMENT OF RECEIPT - CIVIL CcrieCaPrece&ra,

P05-015 lRuv Jmuarj 1, 2D0S - e g '- "t;



POS-015

Ar rORaEY OR PARTY VNT, -iOiJt ATTORNEy (Name, State Nr IJmIN(; dr.dd.e(?ss) Shawn A Illians, Esj.1

Robhiris Gcikr Rudmari & Dowd LLP One Montgomery Street, Suite 1800

San Fiancisco, CA 94104 TELEPHONE NO. 415i2384545 FM O OP'J)

E-MAIL ADDRESS (Opaaraç- stuiwnwrgrdlaw corn ATTOiINEY POE (Nsm 1laiiiii(P., Plymouth County Re'ireinent System

SUPERIOR COURT OF CALIFORNIA, COUNTY OF SAN MATEO STREET ADDRESS 400 County Center MAILING ADDRESS

CITY AND ZIP CODE Redwood City, CA 94063-1655 ERANCH NAME Hall of Justice and Records

PLAINrIFF/PETITIONER Plymouth County Retirement System

DEFENDANT/RESPONDENT, Model N. Inc., et al,


All TO (insert name of party being served) Mark Garrett

VP NOTICE

FOR COURrUSE ONLY

F! LED U..

N MATEO COUNTY

SEP 2 5 2014

LL

of the

CASE

CIV 530291

The summons and other documents identified below are being served pursuant to section 415.30 of the California Code of Civil Procedure Your failure to complete this form and return it within 20 days from the date of mailing shown below may subject you (or the party on whose behalf you are being served) to liability for the payment of any expenses incurred in serving a summons on you in any other manner permitted by law.

If you are being served on behalf of a corporation, an unincorporated association (including a partnership), or other entity, this form must be signed by you in the name of such entity or by a person authorized to receive service of process on behalf of such entity In all other cases, this form must be signed by you personally or by a person authorized by you to acknowledge receipt of summons If you return this form to the sender, service of a summons is deemed complete on the day you sign the acknowledgment of receipt below. -

Date of mailing' September 9, 2014

Shawn A Williams (TYPE OR PRINT NAME)

OF SENDER—MUST NOT SE A PARTY IN TiS CASE)


This acknowledges receipt of (to be completed by sender before mailing). I. = A copy of the summons and of the complaint

2. = Other (specify) - Civil Case Cover Sheet; Certificate Re Complex Case Designation; Notice of Case Management Conference, Appropriate Dispute Resolution

Information Sheet, ADR Stipulation and Evaluatton Instructions; Case Management Statement; Complex Cvti Litigation Department No 2

Information Package, and Superior Court of California County of San Matco Local Rules As Amended Effeetn'e January 1 2104.

(To be completed by recipient).

Date this form is signed: c111 7/-

PU,cs,J Dg,5 -Wi lgon fr MrkGrreI4 (TYPE OR PRINT YOUR NAME AND NAME OF ENTITY IF ANY

ON V1.110$E 8E-4AL TH,S FORM IS SICNU)

(0,4orne

Y) (SIGNATUR - OF PERSON ACKNOS\LEDGING RECEiPT MTi4 TITLE IF

^CK 1$ MADE ON BEHALF OF ANOTHER PERSON OR ENTITY)

________________ Pane mCi riorm,%dopiwd 1C. -,1ar&3tcrf use

NOTICE AND ACKNOWLEDGMENT OF RECEIPT - CIVIL C e9

POE-SIC [Rev January I 2T05) -mw ca gal

SEP 2 5 2014 C1rk of thp Superior

X L .

1)

LL


POS-01 5 A OHNIi OR At V 1i riOuT ATrORNES Name, State resmbei pj'p FOR COLJAT USE QLI'

Sliwn A. Wdtiiini, Ciq, Robbins Ocher Rudman & Dowd ILl' One Mont5omery SLeei, Suiui 1800 1) San Francisco, C 4 94 104 SAN MATtO 00

TELE°I- .'ONE 110 41512 ,3 8-4-145 FAX NO 'Op'aaa)

E-MAIL ADDRESS (0pcna1/ shawnwrgidflaw corn ATTCRNEY 108 (Namer Piantiffa, Plymoua County RLitirCfl)eili Sytcrn

SUPERIOR COURT OF CALIFORNIA, COUNTY OF SAN MATI3O STREETADCRESE 400 County , Center MAILING ADDRESS

CIT' ANti ZIP CODE Redwood City, CA 94063-1655 BRANCH MANE Hall of Justice and Records

PLAINTIFFIPETITIONER Plymouth County Ret i rement System

DEFENDANT/RESPONDENT Model N, I nc, eta!

cASE NU'iBER

NOTICE AND ACKNOWLEDGMENT OF RECEIPT—CIVIL CIV 530291

TO (insert name of party being served): Charles J Robe!

NOTICE The summons and other documents identifi ed below are being served pursuant to section 415.30 of the California Code of Civil Procedure Your failure to complete this form and return it within 20 days from the date of mailing shown below may subject you (or the party on whose behalf you are being served) to liability for the payment of any expenses incurred in serving a summons on you in any other manner permitted by law.

If you are being served on behalf of a corporation, an unincorporated association (including a partnership), or other entity, this form must be signed by you in the name of such entity or by a person authorized to receive service of process on behalf of stch entity In all other cases, this form must be signed by you personally or by a person authorized by you to acknowledge receipt of summons If you return this form to the sender, service of a summons is deemed complete on the day you sign the acknowledgment of receipt below r",


Shawn A Wi1liami (TYPE OR RiNT NAME)

NOT SE A PARTY IN THIS CASE)

ACKNOWLEDGMENT OF RECPT

This acknowledges receipt of (to be completed by sender before mailing)

1. LJ A copy of the summons and of the complaint.

2. Other (spec, Civil Case Corer Sheet, Certificate Re Complex Case Designation, Notice of Case Management Conference, Appropr1ate Dispute Resolution

Information Sheet, ADR Stipulation and Evauation Instructions, Case Management Statement; Complex Civil Lit i gation Department No 2

Information Package, and Superior Court of Caitfomia County of San Mateo Local Rules As Amended Effective January 1, 2104.


Date this form is signed '111?1L 1

iMti Davis So 4r CLr Robej 'TYPE OR PRINT YOUR NAME AND NAME OF ENTITY,IF ANY

ON 'IaNOSE BEHALF THIS FORM IS SIGNED)

Z ~Z ~14V' (SIGNATURE OF PERSON ACKNO'iVEDGING RECEIPT WI-I TITLE IF

ACXNOAtEDGMENT IS MACE Oil SElV'L OF ANOThER PERSOH OR ENTITY)

Page 1 of I

Foffn NOTICE AND ACKNOWLEDGMENT OF RECEIPT - CIVIL Coda cf Civil Froca~u'%" tic I a.' Ca0for6ia

POS-C15 )Ro'. Jaruaiy I. 2055] .ywccwNifo ca gO

FILED SAN MPTEO COUNTY

SEP

C1rk ot

LI.

cc


ATTORNEY OR PART" THOUT ATTORNEY (Warna Slate Car rwnher ar.O ddaS

Shvn A. W(tlhima, i3sq • Robbins Odici- Rudman & Dowd LLP

One Montgoaiery Street, Suite 1800 San Franc'oco, ('A 93104

TELEPHONE NO,. 415'288-4545 Fiv No (eel,

E-MAiL AOOREES iOpFceai) shan4rgrd1aw corn ATTORNEY FOR (Name) P[aintd1s, Plymouth County Ret rernciii System

SUPERIOR COURT OF CALIFORNIA, COUNTY OF SAN MATEO ST'EET DRESS 400 County Center MAILiNG ADDRESS

CITY t4O ZIP CODE Redwood City, CA 94063-1655 BRANCiINAMC Hall of Justice and Records

PLAINTIFF,PETIT(ONER Plymouth County Retirement System

DEFENDANT/RESPONDENT. Model N, Inc , et al

POS-015 FOR COURT USE ONLY

CASE NUMEER

NOTICE AND ACKNOWLEDGMENT OF RECELPTCIV!L i CIV 530291

TO (insert name of party being served) Zack Rmat

NOTICE The summons and other documents identified below are being served pursuant to section 415 30 of the California Code of Civil Procedure Your failure to complete this form and return it within 20 days from the date of mailing shown below may suoJect you (or the party on whose behalf you are being sen,ed) to liability for the payment of any expenses incurred ,n serving a summons on you in any other manner permitted by law

If you are being served on behalf of a corporation, an unincorporated association (including a partnership, or other entity, this form must be signed by you in the name of such entity or by a person authorized to receive servtce of process on behalf of sucn entity In all other cases, this form must be signed by you personally or by a person authorized by you to acknowledge receipt of summons If you return this form to the sender, service of a summons is deemed complete on the day you sign the acknowledgment of receipt below

Date of mailing: September 9, 2014

Shawn A. Williams (TYPE OR 3RINT NAME)

NOT BE A PARTY IN TdIS CASE ,


This acknowledges receipt of (to be completed by sender before mailing) I LJ A copy of the summons and of the complaint.

2 = Other (specify): Civil Case Cover Sheet; Certificate Re Complex Case Designation; Notice of Case Management Confereuce Appropriate Dispute Resolution

Information Sheet, ADR Stipulation and Evaluation Instructions, Case Management Statement. Complex Civil Litigation Department No 2

Information Package; and Superior Court of California County of San Mateo Local Rules As Amended Effective January 1, 2104


Date this form is signed

MchaJ D15-W11150 r Zk R (TYpS OR PRINT YOUR NAME AND NAME OF ENTITY IF ANY SiGNATURE OF PERSON ACiO'iOwEDGiNG RECEIP r Van-I TiTI..E IF

oa WHOSE aENALF This FORM IS 5ONED} ACK/1OWLECGMEN IS MADE ON ITEFiALFOF ANOThER PERSON OR EMIT?)

___________ _________ _______________ Paso 1 of I

Fo !se NOTICE AND ACKNOWLEDGMENT OF RECEIPT - CIVIL Code of C, I Prncea=e

POS-0;5 [Rov Jamay 1 2051 1, rwcoEierfe ea

LL

Ll.

, ,,, u,,it: uj aurvice i wus at seas jo years oj age ana not a party to this action


lf~

qV

2 I served copies of the Summons, Class Action Complaint, Civil Case Cover Sheet, Certificate Re Complex Case Designation, Notice of Case Management Conference, ADR Information Sheet; ADR Stipulation and Evaluation Instructions, Case Management Statement (blank), Civil Complex Guidelines; Local Rules re Complex Litigation

3 a Party served Deutsche Bank Securities, Inc. b Person served Sattie Jairain, Person Authorized to Accept Service

4 Address where the party was served CT Corporation 111 Eighth Avenue NewYork,NY 10011

5 1 served the party

a. by personal service. I personally delivered the documents listed in item 2 to the party or person authorized to receive service of process for the party (1) on Thu., Sep 11,2014(2) at 1.30PM

6 The "Notice to the Person Served" (on the Summons) was completed as follows on behalf of Deutsche Bank Securities, Inc Under CCP 416.10 (corporation)

7. Person Who Served Papers: a Bobby All b. Class Action Research & Litigation

P 0 Box 740 Penryn, CA 95663

c (916) 663-2562, FAX (916) 6634955

Fee for Service I Declare under penalty of perjury under the laws of the State of NEW YORK that the foreg oing is true and t.

(Doe (Signagujdf

8. STATE OF NE W YORK, COUNTY OF ,%i

Subscribed andand sworn to (or affirmed) before me in this / 2' day of 7v?1e72, /(7y Bobby Au proved to me on the basis of satisfactory evidence to be the person who appeared be e me.

NOTARY PUBLIC, STATE OF NEW YORK

MICHAEL J. KEAT1NG AFFIDAVIT OFSERVICE( rwsI Reg. No. 01-KE-4851559 Summons; Compliant Qualified in New York County Commission expires February 3, 2018


U.

go

Li

ç\J

I. At the time ofservice Iwas at least 18 years ofage and not aparlyto this action.

2. I served copies of the Summons; Class Action Complaint; Civil Case Cover Sheet; Certificate Re Complex Case Designation; Notice of Case Management Conference, ADR Information Sheet; ADR Stipulation and Evaluation Instructions; Case Management Statement (blank); Civil Complex Guidelines; Local Rules re Complex Litigation

3. a Party served: b Person served:

4. Address where the party was served

J.P. Morgan Securities LLC Amy McLsrcn, Person Authorised to Accept Service, Caucasian, Female, 32 Years Old, Brown Hair, Sitting, 180 Pounds.

The Corporation Trust Company 1209 Orange Street Wilmington, DE 1901

S. I served the parity: a. by personal service. I personally delivered the documents listed In item 2 to the party or person authorized to receive service of

process for the party (1) on: Thu., Sep. 11, 2014 (2) at: 12:00PM 6. The "Notice to the Person Served" (on the Summons) was completed asfoliows:

on behalfoft J.P. Morgan Securities LLC Other: Limited Liability Company

7. Person Who Served Papers: a. Krishna Evans b. Class Action Research & Litigation

P0 Box 740 Penryn, CA 95663

c. (916) 663-2562, FAX (916) 663-4955

Fee for Service: I Declare under penalty of peijury under the laws of the State of DELAWARE that the foregoing true and t.

i2 -l'f

8. STATE OFDELA WARE, COUNTY OF Altuj Subscribed and sworn to (or affirmed) before me onthls 23 day of -Qp4eiwJMr 241Vby Xrlstine Evans

r before nan proved to P evidence to be the person who

MOTAR'1' PUBLIC STAThOF DEl' nA

evnorsqcE- f (O ;uI grc)

My expireS NOV 3 2015 mmoos; omli sInuU44lOI

No or File No

ca

Attorney or Party without Attorney Shawn A. Williams, Esq. Robbins Geller Rudman & Dowd LLP One Montgomery Street, Suite 1800 San Francisco, CA 94104

Telephone No 415-288-4545

Aitorneyfor Plaintiff Insert name of Court, and Judicial District and Branch Court

FILED SAN MATEO O0UN1(

SEP 2014 k' APLU

Qwk

8. Idedare under penalty ofperjury under the laws of the State of Cahforni

Date: Tue, Sep. 09, 2014

Judicial Council Form POS-011 Rule 2.i50.(a)&(b) Rev January 1, s007

PROOF OF SERVICE Summons; Complaint


\0,

Plaintiff Plymouth County Retirement System Defendant Model N, Inc et al

PROOF OF SERVICE Hearing Date Time

Summons; Complaint 1 Al the time ofservice Iwas at least 18 years of age and not aparty to this action.

Case Nwnber

C1V53 0291

2. I served copies of the Summons, Class Action Complaint, Civil Case Cover Sheet, Certificate Re Complex Case Designation; Notice of Case Management Conference, ADR Information Sheet, ADR Stipulation and Evaluation Instructions; Case Management Statement (blank), Civil Complex Guidelines; Local Rules re Complex Litigation

3 a. Party served

Model N, Inc b Person served

Errol Hunter, Associate General Counsel

4 Address where the party was served

1600 Seaport Blvd., Suite 400 Redwood City, CA 94063

5 1 served the party a by personal service. I personally delivered the documents listed in item 2 to the party or person authorized to receive service of

process for the party (1) on. Tue., Sep 09, 2014 (2) at. 1 25PM 6 The "Notice to the Person Served" (on the Summons) was completed as follows

on behalf of Model N, Inc. Under CCP 416.10 (corporation)

7 Person Who Served Papers: a Frank Kaul b. Class Action Research & Litigation


c (916) 663-2562, FAX (916) 663-4955

Recoverable Cost Per CCP 1033 5(a)(4XB)

d The Fee for Service was e I am (3) registered California process server

(i) Owner (u) Registration No 20 (iii) County San Mateo

>

w Now

it

I. At the time ofservice Iwas at least 18 years of age and not a party to this action.


2 1 served copies of the Summons; Class Action Complaint Civil Case Cover Sheet; Certificate Re Complex Case Designation; Notice of Case Management Conference; ADR Information Sheet; ADR Stipulation and Evaluation Instructions; Case Management Statement (blank); Civil Complex Guidelines; Local Rules re Complex Litigation

3. a Party served: 1, Person served:

Piper Jafilay & Co. Amy McLaren, Person Authorized to Accept Service, Caucasian, Female, 32 Years Old, Brown Hair, Sitting, 180 Pounds.

4. Address where she party was served: The Corporation Trust Company 1209 Orange Street Wilmington, DE 19801

S. 1 served the party: a. by personal service. I personally delivered the documents listed in item 2 to the party or person authorized to receive service of

process for the party (I) on: Thu., Sep. 11, 2014 (2) at: 12:00PM 6. The 'Wotice to the Person Served" (on the Summons) was completed asfollows:

a. as an individual defendant

7. Person Who Served Papers: a. Kristina Evans b. ClassAction Research & Litigation

P 0 Box 740 Penryn,CA 95663

c. (916) 663.2562, FAX (916) 663-4955

Fee for Service: I Declare under penalty DELAWARE that the I

the laws of the State of and corpL2\

(Dote)

8. STATE OFDEL.4 WARE, COUNTY 0E - AW62S Subscribed and sworn to (or affirmed) before me on this 25 day of 2014' by Krishna Evans

DENNIS SCHOFIELD ________________ proved to me on the basis ofsailsfactory evidence ho be the person who apPea

r7 .4;1 2 NOTARY PUBLIC AJgmAVITOJS9y1Ca. (NUll shwi1244704

STATE OF DELAWARE My commission expires Nov. 3, 2015


i At me time oj service I was at least 111 years of age and not a party to this action

2 I served copies of the Summons, Class Action Complaint; Civil Case Cover Sheet, Certificate Re Complex Case Designation; Notice of Case Management Conference, ADR Information Sheet, ADR Stipulation and Evaluation Instructions, Case Management Statement (blank), Civil Complex Guidelines, Local Rules re Complex Litigation

3 a Party served b Person served Stifel, Nicolaus & Company Incorporated

Sattie Jan-am, Person Authorized to Accept Service

4 Address where the party was served CT Corporation ill Eighth Avenue NewYork,NY 10011

5 Iserved the party

a by personal service. I personally delivered the documents listed in item 2 to the party or person authorized to receive service of process for the party (1) on Thu, Sep 11, 2014 (2) at I 3OPM

6 The "Notice to the Person Served" (on the Summons) was completed as follows on behalf of Stifel, Nicolaus & Company Incorporated Under CCP 416.10 (corporation)

U- > £0 a)

ii

Z Person Who Served Papers: a Bobby Au b. Class Action Research & Litigation


c. (916) 663-2562, FAX (916) 6634955

Fee for Service I Declare under penalty of perjury under the laws of the State of NEW YORK that the foregoing is true and correct

(Signor,,,

& STATE OF NEW YORK, COUNTY OF_____________ Subscribed and sworn to (or affirmed) before melon this /t 1 t day of S )°rF/PbêX1 Bobby All proved tome on the basis of satisfactory evidence to be the person who appea

MICHAEL J. KEATING ASTIDAVITOFSE

NOTARY PUBLIC, STATE OF NEW YORK

Summons; Comp shwil 144702 Reg. No. 01-KE-4851559 am Qualified in New York County Commission expires February 3, 2018


Attorney or Party without Attorney For Court Use Only

Shawn A Williams, Esq Robbins Geller Rudman & Dowd LLP One Montgomery Street, Suite 1800 - - F i IA E D San Francisco, CA 94104

Telephone No 415-288-4545 AN MATEO COUNTY IRe! No or File No

Attorneyfor Plaintiff I SEP Z 5 2014 Insert name of Court, and Judicial District and Branch Court

San Mateo County Superior Court CWk6f h , Plaintiff Plymouth County Retirement System Defendant Model N, Inc et al.

AFFIDAVIT OF SERVICE Hearing Date Time Dept/Div Case Number

Summons; Complaint I I C1V530291

I At the time of service I was at least 18 years of age and not a party to this action

2 I served copies of the Summons, Class Action Complaint, Civil Case Cover Sheet; Certificate Re Complex Case Designation, Notice of Case Management Conference, ADR Information Sheet, ADR Stipulation and Evaluation Instructions; Case Management Statement (blank), Civil Complex Guidelines, Local Rules re Complex Litigation

a Party served b Person served

4 Address where the party was served

Pacific Crest Securities LLC Maureen Cogan, Person Authorized to Accept Service

Corporation Service Company 80 State Street Albany, NY 12207

5 1 served the party a by personal service. I personally delivered the documents listed in item 2 to the party or person authorized to receive service of

process for the party (1) on Thu, Sep 11, 2014 (2) at 11 53AM 6 The "Notice to the Person Served" (on the Summons) was completed as follows

on be half of Pacific Crest Securities LLC Other Limited Liability Company

7 Person Who Served Papers: a Edward J Bowmaker b. Class Action Research & Litigation


c (916) 663-2562, FAX (916) 663-4955

Fee for Service I Declare under penalty of perjury under the laws of the State of NEW YORK that the foregoing is true and correct

(Date) ignatur

STATE OF NEW YORK, COUNTY OF_____________ Subscribed and sworn to (or affirmed) before me onIhzs_/gt 'day of Jfl e& Zi4 by Edward J. Bowmaker

f proved to me on the basis of satisfactory evidence to be the person who ore me.

AFFIDAVIT OF SERVI Summons, Complaint

0nify Signature) MW

RUTH A DENNEHEY Notary Public-State of New York

Albany County No 4729775 Commission Expires 11-30- _____________

im


n ix

.\1

I. Al the time ofservice Iwas at least 18 years of age and not a party to this action.

2. 1 served copies of the Summons; Class Action Complaint; Civil Case Cover Sheet; Certificate Re Complex Case Designation; Notice of Case Management Conference; ADR Information Sheet; ADR Stipulation and Evaluation Instructions; Case Management Statement (blank); Civil Complex Guidelines; Local Rules re Complex Litigation

3. aParty served: b Parson served: Raymond James & Associates, inc.

Amy McLaren, Parson Authorized to Accept Service, Caucasian, Female, 32 Years Old, Brown Hair, Sitting, 180 Pounds.

LL

4 Address where the party war served: The Corporation Trust Company

1209 Orange Street Wilmington, DE 19801

5. Iserved the party- a. by personal service. I personally delivered the documents listed in item 2 to the party or person authorized to receive service of

process for the party (1)on: Thu., Sep. 11, 2014 (2) at. 12:00PM 6 The "Notice to the Person Served" (on the Summons) was completed asfollows:

on behalf of Raymond James & Associates, Inc. Under CCP 416.10 (corporation)

Fee for Service: I Declare under penalty ofpeijwy der the laws DELAWARE foregoing is

g 2

ncorr

Marc)

7 Person Who Served Papers: a. Krlstina Evans b. Class Action Research & Litigation


c. (916) 663-2562, FAX (916) 663-4955

8. STATE OF DELAWARE, COUNTY OF We. w Subscribed and sworn to (or affirmed) befi,re me on thIs 23 day of e'Jateii1 L e, 'Yby Krishna Evans

proved to me on the basis of satisfactory evidence to be the person who appeared i'efore m

DENNIS SCHOFIELD (V11U14- AFIDAVIT tpi S9WICE 'A- '/17 a---

NOTARY PUBLIC wnmotzs; omp slat sinri14705

STATE OF DELAWARE My commission expires Nov.3,2015


PLYMOUTH COUNTY RETIREMENT SYSTEM

Plaintiff(s) vs

MODEL N, INC

Superior Court of California County of San Mateo

Civil Department 400 County Center

Redwood City, CA 94063-1655 (650) 261-5201

www.sanmateocourt.org

Notice of Complex Case Status Conference

Case No CIV 530291 Date 11/04/14

Time 9:00 AM

Dept. 21

Title PLYMOUTH COUNTY RETIREMENT VS MODEL N, INC

You are hereby given notice of your Complex Case Status Conference The date, time and department have been written above At this conference, the Presiding Judge will decide whether this action is a complex case within the meaning of California Rules of Court ("CRC"), Rule 3 400, subdivision (a) and whether it should be assigned to a single judge for all purposes

In accordance with applicable San Mateo County Local Rule 2.30, you are hereby ordered to

a. Serve copies of this notice, your Civil Case Cover Sheet, and your Certificate Re Complex Case Designation on all named parties in this action no later than service of your first appearance pleadings

b. Give reasonable notice of the Complex Case Status Conference to all named parties in this action, even if they have not yet made a first appearance or been formally served with the documents listed in subdivision (a) Such notice shall be given in the same manner as required for an ex parte application pursuant to CRC 1203

2. If you fail to follow the orders above, you are ordered to show cause why you should not be sanctioned. The Order To Show Cause hearing will be at the same time as the Complex Case Status Conference. Sanctions may include monetary, evidentiary or issue sanctions as well as striking pleadings and/or dismissal.

3 An action is provisionally a complex case if it involves one or more of the following types of claims (1) antitrust or trade regulation claims, (2) construction defect claims involving many parties or structures, (3) securities claims or investment losses involving many parties, (4) environmental or toxic tort claims involving many parties, (5) claims involving massive torts, (6) claims involving class actions, or (7) insuiance coverage claims arising out of any of the claims listed in subdivisions(1) through (6) The Court shall treat a provisionally complex action as a complex case until the Presiding Judge has the opportunity to decide whether the action meets the definition in CRC 3 400(a)

4 Any party who files either a Civil Case Cover Sheet (pursuant to CRC 3 40 1) or a counter or joinder Civil Case Cover Sheet (pursuant to CRC 3 402, subdivision (b) or (c)), designating an action as a complex case in Items 1, 2 and/or 5, must also file an accompanying Certificate Re Complex Case Designation in the form prescribed by the Court The certificate must include supporting information showing a reasonable basis for the complex case designation being sought Such supporting information may include, without limitation, a brief

Form CCSC [Rev Jul 2014]


description of the following factors as they pertain to the particular action (1) management of a large number of separately represented parties, (2) complexity of anticipated factual and/or legal issues, (3) numerous pretrial motions that will be time-consuming to resolve, (4) management of a large number of witnesses or a substantial amount of documentary evidence, (5) coordination with related actions pending in one or more courts in other counties, states or countries or in a federal court, (6) whether or not certification of a putative class action will in fact be pursued, and (7) substantial post-judgrnentjudicial supervision

For further information regarding case management policies and procedures, see the court website at www sanmateocourt or

* Telephonic appearances at Complex Case Status Conference are available by contacting CourtCall, LLC, an independent vendor, at least 5 business days prior to the scheduled conference

CLERK'S CERTIFICATE OF MAILING

I hereby certify that I am the clerk of this Court, not a party to this cause, that I served a copy of this notice on the below date, by placing a copy thereof in separate sealed envelopes addressed to the address shown by the records of this Court, and by then sealing said envelopes and depositing same, with postage fully pre-paid thereon, in the United States Mail at Redwood City, California.

Date 09/05/14

Copies mailed to

SHAWN A WILLIAMS ONE MONTGOMERY ST. #1800 SAN FRANCISCO CA 94104

TOhn C Fitton,

MM I A MRA R L /OWE Deputy Clerk

Form CCSC [Rev Jul 20141


NOTICE OF CASE MANAGEMENT CONFERENCE

TL #0`68 e'OVIV(I ~Rej~~, le 1W weo

vs

~/g

• 4

(V,61-114

1_

- '. I,l,LflfJ

Case NO G1V5 30291

Date / /p/5 - Time 900am

- Dept --onTues ursday

Dept

;i --o ednesda Friday

You are hereby given notice of your Case Management Conference The date, time and department have been written above

In accordance with applicable California Rules of the Court and local Rules 2 3(d)1-4 and 2 3(m), you are hereby ordered

to

a) Serve all named defendants and file proofs of service on those defendants with the court within 60-days of filing

the complaint (CRC 201 7)

b) Serve a copy of this notice, Case Management Statement and ADR Information Sheet on all named parties in this

action

c) File and serve a completed Case Management Statement at least 15-days before the Case Management

Conference [CRC 212(g)] Failure to do so may result in monetary sanctions

d) Meet and confer, in person or by telephone, to consider each of the issues identified in CRC 212(f) no later than

30-days before the date set for the Case Management Conference

If you fail to follow the orders above, you are ordered to show cause why you should not be sanctioned The Order

to Show Cause hearing will be at the same time as the Case Management Conference hearing. Sanctions may

include monetary, evidentiary or issue sanctions as well as striking pleadings and/or dismissal

Continuances of Case Management Conferences are highly disfavored unless good cause is shown

Parties may proceed to an appropriate dispute resolution process ("ADR") by filing a Stipulation to ADR and Proposed

Order (see attached form) If plaintiff files a Stipulation to ADS and Proposed Order electing to proceed to judicial

arbitration, the Case Management Conference will be taken off the court calendar and the case will be referred to the

Arbitration Administrator If plaintiffs and defendants file a completed stipulation to another ADR process (e g,

mediation) 10—days prior to the first scheduled Case Management Conference, the Case Management Conference will be

continued for 90-days to allow parties time to complete their ADR session The court will notify parties of their new Case

Management Conference date

If you have filed a default or a judgment has been entered, your case is not automatically taken off Case Management

Conference Calendar If "Does", "Roes," etc are named in your complaint, they must be dismissed in order to close the

case If any party is in bankruptcy, the case is stayed only as to that named party

You are further ordered to appear in p erson * (or through your attorney of record) at the Case Management Conference

noticed above You must be thoroughly familiar with the case and fully authorized to proceed

The Case Management judge will issue orders at the conclusion of the conference that may inclyde

a) Referring parties to voluntary ADR and setting an ADR completion date,

b) Dismissing or severing claims or parties,

c) Setting a trial date -

The Case Management judge may be the trial judge in this case

For further information regarding case management policies and procedures, see the court's website at www sanmateocourtpfg

2.

3

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'Telephonic appearances at case management conferences are available by contacting CourtCall, LLC, an independent vendor, at least five business days prior

to the scheduled conference (see attached CourtCall information)

Plymouth County Retirement System, et al. v. Model N, Inc...

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