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Knowing and/or Willful Violation of the Telephone Consumer Protection Act (47 U.S.C. 227, et seq.) on behalf of Autodialer Class Knowing and/or Willful Violation of the Telephone Consumer Protection Act (47 U.S.C. 227, et seq. and 47 C.F.R. §§ 64.1200(d)) on behalf of the NDNC Class Statutory Violations of the Telephone Consumer Protection Act (47 U.S.C. 227, et seq.) on behalf of the Autodialer Class. Violation of the Telephone Consumer Protection Act (47 U.S.C. 227, et seq. and 47 C.F.R. §§ 64.1200(d)) on behalf of the NDNC Class Case: 2:18-cv-00377-GCS-EPD Doc #: 1 Filed: 04/24/18 Page: 14 of 18 PAGEID #: 14 - 15 - 27. Plaintiff Blevins is the owner and sole proprietor of Interior Creations, a small business that performs home remodeling and improvement projects. 28. Plaintiff Blevins is the exclusive user of the telephone assigned the number Case: 2:18-cv-00377-GCS-EPD Doc #: 1 Filed: 04/24/18 Page: 7 of 18 PAGEID #: 7 - 8 - ending in 3503 and the account holder of record for that account. For several years, the number has been registered with the NDNC. 29. On April 3, 2018, at 12:14 p.m. EDT, Plaintiff Blevins received two unsolicited text messages on his cellular telephone: 30. Plaintiff Blevins responded to the text message, asking “Who is this and what’s your company name?” Blevins received a response saying “My name is Bryce and I work with Premium!” Case: 2:18-cv-00377-GCS-EPD Doc #: 1 Filed: 04/24/18 Page: 8 of 18 PAGEID #: 8 - 9 - 31. In order to gain more information regarding the source of the text message, Plaintiff Blevins asked, “Got a website? I’ll check it out.” Blevins then received a response from “Bryce” directing him to “www.pmfus.com.” 32. On information and belief, www.pmfus.com is the website owned and operated by PMF. On this website, PMF states: Premium Merchant Funding's mission is to provide a broad array of services and solutions for small businesses. PMF offers merchant cash advances, small business loans, SBA loans, equipment financing, factoring, purchase order financing and commercial mortgages nationwide. We will find you the best option for your business regardless of bad credit, high risk business types or financial issues. PMF also offers credit card processing, personal and business credit repair, payroll services and SEO & Web development. 33. Plaintiff Blevins has never contacted PMF for any purpose, and has no business relationship with it. 34. Plaintiff Blevins received all calls as described above on his cellular telephone assigned a number ending in 3503. 35. Plaintiff Blevins understood the purpose of PMF’s text message was to market Defendant’s services and solicit business from him. 36. Plaintiff Blevins did not consent to being texted by PMF for telemarketing purposes and the text received from Defendant was an intrusion into Plaintiff’s privacy and caused Plaintiff Blevins annoyance and an unnecessary expenditure of his time and efforts. 37. PMF is, and at all times mentioned herein was, a “person,” as defined by 47 43. Plaintiff incorporates by reference all other paragraphs of this Complaint as if fully stated herein. 44. Plaintiff brings this action on behalf of himself and the following classes (the “Classes”) pursuant to Federal Rule of Civil Procedure 23. 45. Plaintiff proposes the following Class definitions, subject to amendment as appropriate: (1) The Robotexting Class: All persons in the United States and its Territories who, within four years prior to the commencement of this litigation until the class is certified, Case: 2:18-cv-00377-GCS-EPD Doc #: 1 Filed: 04/24/18 Page: 10 of 18 PAGEID #: 10 - 11 - received one or more telemarketing texts on their cellular telephone from or on behalf of Premium Merchant Funding One, LLC, sent via an automated telephone dialing system, for whom Premium Merchant Funding One, LLC for whom cannot demonstrate that it had written, prior express consent for such texts. (2) The NDNC Class: All persons in the United States and its Territories whose telephone numbers were on the National Do Not Call Registry, but who received more than one telephone solicitation telemarketing call or text message from or on behalf of Premium Merchant Financing with a 12-month period, since April 23, 2014. 46. Plaintiff Blevins is a member of, and will fairly and adequately represent and protect the interests of, these Classes. 47. Excluded from the Class are Defendant, any entities in which Defendant has a controlling interest, Defendant’s agents and employees, any Judge to whom this action is assigned, and any member of such Judge’s staff and immediate family, and claims for personal injury, wrongful death and/or emotional distress. 48. Plaintiff does not know the exact number of members in the Classes, but Plaintiff reasonably believes Class members number, at minimum, in the hundreds in each class. 49. Plaintiff and all members of the Classes have been harmed by the acts of the Defendant, including, but not limited to, the invasion of their privacy, annoyance, waste of time, the use of their cell phone battery, and the intrusion on their cellular telephone that occupied it from receiving legitimate communications. 50. This Class Action Complaint seeks injunctive relief and money damages. 51. The joinder of all Class members is impracticable due to the size and relatively modest value of each individual claim. 52. Additionally, the disposition of the claims in a class action will provide substantial benefit to the parties and the Court in avoiding a multiplicity of identical suits. Case: 2:18-cv-00377-GCS-EPD Doc #: 1 Filed: 04/24/18 Page: 11 of 18 PAGEID #: 11 - 12 - 53. Further, all members of the Class can be identified through records maintained by Defendant and/or its telemarketing agents and/or telephone carriers. 54. There are well defined, nearly identical, questions of law and fact affecting all parties. 55. The questions of law and fact, referred to above, involving the class claims predominate over questions which may affect individual Class members. 56. Such common questions of law and fact include, but are not limited to, the following: a. Whether Defendant used an automatic telephone dialing system in sending text messages to Class members’ telephones to promote PMF’s goods or services. b. Whether agents operating on behalf of Defendant used an automatic telephone dialing system in sending text messages to Class members’ cell phones; c. Whether the Defendant can meet its burden of showing it obtained prior express written consent (i.e., written consent that is clearly and unmistakably stated), to send such texts; d. Whether Defendant or its agent sent more than one text to any customer in a twelve month period; e. Whether Defendant or its agent maintained necessary procedures for compliance with the National Do Not Call Registry; f. Whether the Defendant’s conduct was knowing and/or willful; g. Whether the Defendant is liable for statutory damages; and h. Whether the Defendant should be enjoined from engaging in such conduct Case: 2:18-cv-00377-GCS-EPD Doc #: 1 Filed: 04/24/18 Page: 12 of 18 PAGEID #: 12 - 13 - in the future. 57. As a person who received non-emergency telephone calls using an automatic telephone dialing system without his prior express consent within the meaning of the TCPA, Plaintiff asserts claims that are typical of each Class member who also received such phone calls. 58. As a person whose telephone number was placed on the National Do Not Call List and who received more than one text message in a twelve month period, Plaintiff asserts claims that are typical of the NDNC Class. 59. Further, Plaintiff will fairly and adequately represent and protect the interests of the Class. Plaintiff has no interests which are antagonistic to any member of the Class. 60. Plaintiff has retained counsel with substantial experience in prosecuting complex litigation and class actions. Plaintiff and his counsel are committed to vigorously prosecuting this action on behalf of the other members of the Class, and have the financial resources to do so. 61. Absent a class action, most members of the Class would find the cost of litigating their claims to be prohibitive and would have no effective remedy. The class treatment of common questions of law and fact is also superior to multiple individual actions or piecemeal litigation in that it conserves the resources of the courts and the litigants, and promotes consistency and efficiency of adjudication. 62. Plaintiff incorporates by reference the foregoing allegations as if fully set forth herein. Case: 2:18-cv-00377-GCS-EPD Doc #: 1 Filed: 04/24/18 Page: 13 of 18 PAGEID #: 13 - 14 - 63. PMF violated the TCPA by sending, or causing to be sent via an agent, text messages to the cellular telephones of Plaintiff and members of the Autodialer Class using an automated dialer without their prior express written consent. 64. As a result of the Defendant’s violations of 47 U.S.C. § 227 et seq., Plaintiff and Class members are entitled to an award of $500 in statutory damages for each and every violation of the statute, pursuant to 47 U.S.C. § 227(b)(3)(B). 65. Plaintiff and Class members are also entitled to and do seek injunctive relief prohibiting the Defendants’ violation of the TCPA in the future. 66. Plaintiff incorporates by reference the foregoing allegations as if fully set forth herein. 67. PMF violated the TCPA by sending, or causing to be sent via an agent, text messages to the cellular telephones of Plaintiff and members of the Autodialer Class using an automated dialer without their prior express written consent. 68. As a result of the Defendant’s knowing and/or willful violations of 47 U.S.C. § 227 et seq., Plaintiff and each member of the Class is entitled to treble damages of up to $1,500 for each and every violation of the statute, pursuant to 47 U.S.C. § 227(b)(3). 69. Plaintiff and Class members are also entitled to and do seek injunctive relief prohibiting the Defendant’s violation of the TCPA in the future. 70. Plaintiff incorporates by reference the foregoing allegations as if fully set forth herein. 71. PMF violated the TCPA and the Regulations by making, or having its agent make, two or more telemarketing text messages within a 12-month period on PMF’s behalf to Plaintiff and the members of the NDNC Class while those persons’ phone numbers were registered on the National Do Not Call Registry. 72. As a result of the Defendant’s violations of 47 U.S.C. § 227 et seq., Plaintiff and Class members are entitled to an award of $500 in statutory damages for each and every violation of the statute, pursuant to 47 U.S.C. § 227(b)(3)(B). 73. Plaintiff and Class members are also entitled to and do seek injunctive relief prohibiting the Defendant’s violation of the TCPA in the future. 74. Plaintiff incorporates by reference the foregoing allegations as if fully set forth herein. 75. PMF knowingly and/or willingly violated the TCPA and the Regulations by making, or having its agent make, two or more telemarketing text messages within a 12-month period on PMF’s behalf to Plaintiff and the members of the NDNC Class while those persons’ phone numbers were registered on the National Do Not Call Registry. 76. As a result of the Defendant’s knowing and/or willful violations of 47 U.S.C. § 227 et seq., Plaintiff and each member of the Class is entitled to treble damages of up to $1,500 for each and every violation of the statute, pursuant to 47 U.S.C. § 227(b)(3). Case: 2:18-cv-00377-GCS-EPD Doc #: 1 Filed: 04/24/18 Page: 15 of 18 PAGEID #: 15 - 16 - 77. Plaintiff and Class members are also entitled to and do seek injunctive relief prohibiting the Defendant’s violation of the TCPA in the future. Plaintiff Blevins

17. Defendants operate an electrical construction and maintenance business, whose customers are primarily or exclusively local electric power utilities. 18. Defendants provide construction and maintenance services on a power utility’s distribution systems. 19. During the past three years, at any given time, LVU and JGC employed approximately thirty (30) Field Construction Workers in Pennsylvania, including Plaintiffs and the Classes. Factoring in turnover, LVU and JGC employed well in excess of forty (40) Construction Workers in Pennsylvania over the last three years. 20. As employees of LVU and JGC, Plaintiffs and the Classes performed various type of electrical construction and maintenance work on electrical distribution power systems for local power utilities. 21. From approximately April 2017 through approximately late December 2017, Plaintiff Steele typically worked a range of approximately 40-50 hours per week for JGC, averaging approximately 45 hours per week. 23. Plaintiff Steele was illegally classified as an independent contractor and paid on a day-rate basis. Plaintiff Steele never received an overtime premium for hours worked over forty in a workweek. 24. Since approximately early 2016, Plaintiff Ramos was employed by LVU and JGC. Plaintiff Ramos typically worked a range of approximately 45-60 hours per week for LVU and JGC, averaging approximately 53 hours per week. 25. Plaintiff Ramos’ work for Defendants included constructing, maintaining, and installing electrical equipment on a power utility’s distribution systems. 26. From approximately early 2016 through approximately November 2018, Plaintiff Ramos was illegally classified by LVU and JGC as an independent contractor and paid on a day- rate basis. Plaintiff Ramos never received an overtime premium for hours worked over forty in a workweek. 27. Since approximately December 2018, Plaintiff Ramos has been classified as an employee of LVU. As a classified employee, Plaintiff Ramos is paid on an hourly basis, but still does not receive any overtime premium for the hours he works over forty in a workweek. 28. The Classes were similarly classified as either independent contractors or exempt employees, and in any case were not provided any overtime premium for hours worked over forty in a workweek. Employer Status 30. Defendants supervised the work of Plaintiffs and the Classes and had the ability to control and did control the manner in which that work was performed. 31. Plaintiffs and the Classes enjoyed no opportunity for profit or loss based on managerial skill. Rather, they were paid purely on an hourly or day-rate basis and exercised no managerial duties or skill. 32. Plaintiffs and the Classes provided no significant investment in equipment or materials required for their work. Plaintiffs and the Classes did not employ helpers or any other employee. 33. The work of Plaintiffs and the Classes did not require special skill. Rather, their work was routine electrical construction work. 34. The working relationship between Defendants and Plaintiffs/Classes was in a nature of a permanent relationship. Day to day and week to week, Plaintiffs and the Classes were regularly employed by Defendants as Field Construction Workers. 36. At all relevant times, Andrew was a principal of, and owned an interest in, JGC and LVU. 37. Andrew directed the work of Plaintiffs and the Classes at both JGC and LVU. 38. Andrew had the power to, and did, hire, fire and discipline Field Construction Workers at both JGC and LVU. 39. As described herein, Andrew exercised supervisory authority over Plaintiffs and the Classes. Furthermore, Andrew also exercised discretionary control over payroll decisions with respect to Plaintiffs and the Classes. Thus, Andrew also was an employer within the meaning of the FLSA and the PMWA. See Haybarger v. Lawrence Cty. Adult Prob. & Parole, 667 F.3d 408 (3d Cir. 2012); Schneider v. IT Factor Prods., No. CIV.A. 13-5970, 2013 WL 6476555 (E.D. Pa. Dec. 10, 2013). Individual Liability – Christina Miklos 40. At all relevant times, Christina was a principal of, and owned an interest in, JGC and LVU. 41. Christina directed the work of Plaintiffs and the Classes at both JGC and LVU. 42. Together with Andrew, Christina had the power to, and upon information and belief, did, hire, fire and discipline Field Construction Workers at both JGC and LVU. 43. Christina controlled payroll decisions of JGC and LVU, including the decision not to pay Plaintiffs and the Classes overtime compensation. 45. As described herein, Christina exercised supervisory authority over Plaintiffs and the Classes. Furthermore, Christina also exercised discretionary control over payroll decisions with respect to Plaintiffs and the Classes. Thus, Andrew also was an employer within the meaning of the FLSA and the PMWA. See Haybarger v. Lawrence Cty. Adult Prob. & Parole, 667 F.3d 408 (3d Cir. 2012); Schneider v. IT Factor Prods., No. CIV.A. 13-5970, 2013 WL 6476555 (E.D. Pa. Dec. 10, 2013). Single Employer/Joint Employers 46. At any given point in time within the last three years, one or more of JGC and LVU (“Corporate Employers”) directly employed Plaintiffs and the Classes. 47. To the extent there was overlap in the operation of Corporate Employers, they were together functionally integrated in that they utilized the same or similar construction equipment, tools, and labor relations personnel. Corporate Employers each implemented and carried out the same labor relations policies including the salary basis compensation of Plaintiff. Corporate Employers each exhibited common ownership and control, including through Andrew and Christina. Thus, Corporate Employers constitute a single employer. N.L.R.B. v. Browning- Ferris Indus. of Pennsylvania, Inc., 691 F.2d 1117, 1122 (3d Cir. 1982). 48. Alternatively, even if Corporate Employers are not functionally integrated such that they constituted “one integrated enterprise,” id, Corporate Employers jointly employed Plaintiffs and the Classes because Corporate Employers through Andrew and Christina or other agents, shared or co-determined control over Plaintiffs and the Classes with respect to the terms and conditions of employment. Id. at 1124; 29 C.F.R. § 791.2(b). Successor Employer/Alter-Ego/Shareholder Distributions 50. LVU has operated the electrical construction business owned, controlled and managed by Andrew and Christina from approximately 2019 through present, and has continued to provide the same related electrical construction services as had JGC. 51. LVU continued JGC’s management structure, through at least Andrew and Christina. 52. LVU generally continued to employ the same or similar employees as had JGC. 53. LVU generally continued to operate out of the same physical location(s) as JGC. 54. LVU generally continued to serve the same or similar customers as JGC, including PPL, an electric utility. 55. LVU generally possessed the same or similar assets as JGC. 56. LVU had actual or constructive knowledge of the potential wage and hour liabilities of JGC, through at least the continuity described above and the circumstances described in this Complaint. 57. JGC does not itself have the ability to pay the judgment requested in this action. 58. LVU is liable as a successor employer for JGC’s wage and hour liability under federal and state law. See Thompson v. Real Estate Mortgage Network, 748 F.3d 142 (3d Cir. 2014). 59. Alternatively, LVU and JGC are mere alter-egos of each other. 60. In or about 2018, was dissolved by the New Jersey Secretary of State. 62. In or about 2017, the Pennsylvania Department of Labor and Industry (“DLI”) investigated Defendants concerning their classification of their field construction employees as independent contractors under various state labor laws. 63. As opposed to true independent contractors, only employees enjoy the protections of numerous federal and state labor laws which regulate an employee’s wages. Unless otherwise exempt, pursuant to the FLSA and PMWA, employees enjoy the right to receive overtime pay when they work more than forty hours in a workweek. 64. It is well established that construction workers such as Defendants’ Field Construction Workers, are not exempt employees. See, e.g., 29 C.F.R. §§ 541.3. The Pennsylvania Construction Workplace Misclassification Act, 43 P.S. §§ 933.1 -- 933.17 (“Act 72”) further clarifies the employment relationship under state law. 65. In or about 2017, DLI found that field construction workers performing services for JGC were employees as a matter of law under and thus that JGC had misclassified their construction employees as independent contractors. 66. As a result of its investigation, DLI assessed fines against JGC. 67. On multiple occasions, Plaintiff Steele complained on the job to Andrew that he was not receiving overtime pay, even though he was working more than 40 hours a week. Others also made similar complaints to Andrew. 69. To date, Defendants have willfully refused not only to pay the assessed fines, but have also willfully refused to reclassify their field construction workers as non-exempt employees or to pay them overtime wages when they work over forty hours in a workweek. 70. Defendants do not maintain accurate records of the actual hours that Plaintiffs and FLSA Class Members worked each workday and the total hours worked each workweek as required by the FLSA. See 29 U.S.C. § 211(c); 29 C.F.R. §§ 516.2, 516.5(a), 516.6(a)(1). 71. Defendants knew or should have known that Plaintiffs and FLSA Class Members were not exempt from the FLSA’s overtime requirements. 72. Defendants are sophisticated businesses with access to knowledgeable human resource specialists and competent labor and employment counsel. 73. Defendants have acted willfully and with reckless disregard of clearly applicable FLSA provisions by failing to pay Plaintiffs and the FLSA Class overtime pay when worked. 74. Plaintiffs bring this lawsuit pursuant to 29 U.S.C. § 216(b) as a collective action on behalf of the FLSA Class defined above. 75. Plaintiffs desire to pursue their FLSA claims individually and on behalf of any individuals who opt-in to this action pursuant to 29 U.S.C. § 216(b). 77. The similarly situated employees are known to Defendants, are readily identifiable, and may be located through Defendants’ business and human resource records. 78. Defendants employ many FLSA Class Members. These similarly situated employees may be readily notified of this action through direct U.S. mail and/or other appropriate means, and allowed to opt into it pursuant to 29 U.S.C. § 216(b), for the purpose of collectively adjudicating their claims for overtime compensation, liquidated damages (or, alternatively, interest), and attorneys’ fees and costs under the FLSA. 79. Plaintiffs bring this action as a class action pursuant to FED. R. CIV. P. 23 on behalf of himself and the Pennsylvania Class defined above. 80. The members of the Pennsylvania Class are so numerous that joinder of all members is impracticable. Upon information and belief, there are in excess of thirty (30) members of the Pennsylvania Class. 81. Plaintiffs will fairly and adequately represent and protect the interests of the Pennsylvania Class because there is no conflict between the claims of Plaintiffs and those of the Pennsylvania Class, and Plaintiffs’ claims are typical of the claims of the Pennsylvania Class. Plaintiffs’ counsel are competent and experienced in litigating wage and hour and other complex labor matters, including class and collective actions like this one. 83. Plaintiffs’ claims are typical of the claims of the Pennsylvania Class in the following ways, without limitation: (a) Plaintiffs are members of the Pennsylvania Class; (b) Plaintiffs’ claims arise out of the same policies, practices and course of conduct that form the basis of the claims of the Pennsylvania Class; (c) Plaintiffs’ claims are based on the same legal and remedial theories as those of the Pennsylvania Class and involve similar factual circumstances; (d) there are no conflicts between the interests of Plaintiff Steele and the Pennsylvania Class Members; and (e) the injuries suffered by Plaintiffs are similar to the injuries suffered by the Pennsylvania Class members. 84. Class certification is appropriate under FED. R. CIV. P. 23(b)(3) because questions of law and fact common to the Pennsylvania Class predominate over any questions affecting only individual Class members. 85. Class action treatment is superior to the alternatives for the fair and efficient adjudication of the controversy alleged herein because it will permit a large number of similarly situated persons to prosecute their common claims in a single forum simultaneously, efficiently, and without the duplication of effort and expense that numerous individual actions would entail. No difficulties are likely to be encountered in the management of this class action that would preclude its maintenance as a class action, and no superior alternative exists for the fair and efficient adjudication of this controversy. The Pennsylvania Class is readily identifiable from Defendants’ own employment records. Prosecution of separate actions by individual members of the Pennsylvania Class would create the risk of inconsistent or varying adjudications with respect to individual Pennsylvania Class members that would establish incompatible standards of conduct for Defendants. 87. Without a class action, Defendants will retain the benefit of their wrongdoing, which will result in further damages to Plaintiffs and the Pennsylvania Class. Plaintiffs envision no difficulty in the management of this action as a class action. 88. All previous paragraphs are incorporated as though fully set forth herein. 89. The FLSA requires that covered employees be compensated for all hours worked at a rate of not less than $7.25 per hour. See 29 U.S.C. § 206(a)(1). 90. LVU is subject to the wage requirements of the FLSA because LVU is an “employer” under 29 U.S.C. § 203(d). 91. During all relevant times, LVU is an “employer” engaged in interstate commerce and/or in the production of goods for commerce within the meaning of the FLSA, 29 U.S.C. § 203. 92. JGC is subject to the wage requirements of the FLSA because JGC is an “employer” under 29 U.S.C. § 203(d). 93. At all relevant times, JGC is an “employer” engaged in interstate commerce and/or in the production of goods for commerce within the meaning of the FLSA, 29 U.S.C. § 203. 95. At all relevant times, Andrew is an “employer” engaged in interstate commerce and/or in the production of goods for commerce within the meaning of the FLSA, 29 U.S.C. § 203. 96. Christina is subject to the wage requirements of the FLSA because Christina is an “employer” under 29 U.S.C. § 203(d), as he exercised supervisory control over Plaintiffs and the FLSA Class and accordingly acted in the interest of LVU and JGC. Haybarger v. Lawrence Cty. Adult Prob. & Parole, 667 F.3d 408 (3d Cir. 2012). 97. At all relevant times, Christina is an “employer” engaged in interstate commerce and/or in the production of goods for commerce within the meaning of the FLSA, 29 U.S.C. § 203. 98. During all relevant times, Plaintiff Steele and the FLSA Class were covered employees of Defendants, and as such were entitled to the above-described FLSA’s protections. See 29 U.S.C. § 203(e). Employment by LVU and JGC Violation of the Pennsylvania Minimum Wage Act (On Behalf of the Pennsylvania Class) 105. All previous paragraphs are incorporated as though fully set forth herein. 106. The Pennsylvania Minimum Wage Act of 1968 (“PMWA”) requires that covered employees be compensated for all hours worked. See 43 P.S. § 333.104(a) and 34 PA. CODE § 231.21(b). 107. The PMWA also requires that covered employees be compensated for all hours worked in excess of forty (40) hours per week at Overtime Rate. See 43 P.S. § 333.104(c) and Violations of the Fair Labor Standards Act (On Behalf of the FLSA Class)

(Fair Labor Standards Act Violations) (Violations of Ohio Revised Code 4111.03) 18. Defendants are home health care businesses. 19. Plaintiff La’Shauna Purse has been employed by Defendants since March 2017. 20. At all times relevant herein, Plaintiff was employed by Defendants as a home health aide. 21. Other similarly-situated employees were employed by Defendants as home health aides. 22. Plaintiff and other similarly-situated home health aides were employed by Defendants as non-exempt employees under the FLSA. 23. Plaintiff and other similarly-situated home health aides were paid an hourly wage. 5 (Failure to Pay Overtime Compensation) 24. Plaintiff and other similarly-situated home health aides worked more than 40 hours per week, but Defendants failed to pay them overtime compensation for the hours they worked over 40 each workweek. 25. Rather than paying overtime compensation, Plaintiff and other similarly-situated home health aides were only paid straight time for the hours they worked over 40 each workweek. (Failure to Keep Accurate Records) 26. Defendants failed to make, keep and preserve accurate records of the unpaid work performed by Plaintiff and other similarly-situated home health aides. (Defendants Willfully Violated the FLSA) 27. Defendants knowingly and willfully engaged in the above-mentioned violations of the FLSA. 28. Plaintiff brings Count One of this action on her own behalf pursuant to 29 U.S.C. 216(b), and on behalf of all other persons similarly situated who have been, are being, or will be adversely affected by Defendants’ unlawful conduct. 29. The class which Plaintiff seeks to represent and for whom Plaintiff seeks the right to send “opt-in” notices for purposes of the collective action, and of which Plaintiff is herself a member, is composed of and defined as follows: All current and former home health aides employed by Amara Home Care at any time between April 18, 2015 and the present. 30. The amount of overtime hours Plaintiff and other similarly situated home health aides worked are reflected on their time sheets and pay stubs. 6 31. Plaintiff estimates, that on average she worked between fifteen (15) and twenty (20) overtime hours per week. 32. Plaintiff is unable to state at this time the exact size of the potential class, by upon information and belief, avers that is consists of at least 50 persons. 33. This action is maintainable as an “opt-in” collective action pursuant to 29 U.S.C. 216(b) as to claims for unpaid overtime compensation, liquidated damages, attorneys’ fees and costs under the FLSA. In addition to Plaintiff, numerous current and former employees are similarly situated with regard to their wages and claims for unpaid wages and damages. Plaintiff is representative of those other employees and is acting on behalf of their interests as well as her own in bringing this action. 34. These similarly-situated employees are known to Defendants and are readily identifiable through Defendants’ payroll records. These individuals may readily be notified of this action, and allowed to opt in pursuant to 29 U.S.C. 216(b), for the purpose of collectively adjudicating their claims for unpaid overtime compensation, liquidated damages, attorneys’ fees and costs under the FLSA. 35. Plaintiff brings Count Two of this action pursuant to Fed. R. Civ. P. 23(a) and (b)(3) on behalf of herself and all other members of the class (“the Ohio Class”) defined as: All current and former home health aides employed by Amara Home Care at any time between April 18, 2015 and the present. 36. The Ohio Class is so numerous that joinder of all class members is impracticable. Plaintiff is unable to state at this time the exact size of the potential Ohio Class, but upon information and belief, avers that it consists of at least 50 persons. 7 37. There are questions of law or fact common to the Ohio Class, including but not limited to the following: (a) whether Defendants failed to pay overtime compensation to their home health aides for hours worked in excess of 40 each workweek; and (b) what amount of monetary relief will compensate Plaintiff La’Shauna Purse and other members of the class for Defendants’ violation of R.C. 4111.03 and 4111.10. 38. The claims of the named Plaintiff La’Shauna Purse are typical of the claims of other members of the Ohio Class. Named Plaintiff’s claims arise out of the same uniform course of conduct by Defendants, and are based on the same legal theories, as the claims of the other Ohio Class members. 39. Named Plaintiff La’Shauna Purse will fairly and adequately protect the interests of the Ohio Class. Her interests are not antagonistic to, but rather are in unison with, the interests of the other Ohio Class members. The named Plaintiff’s counsel has broad experience in handling class action wage-and-hour litigation, and is fully qualified to prosecute the claims of the Ohio Class in this case. 40. The questions of law or fact that are common to the Ohio Class predominate over any questions affecting only individual members. The primary questions that will determine Defendants’ liability to the Ohio Class, listed above, are common to the class as a whole, and predominate over any questions affecting only individual class members. 41. A class action is superior to other available methods for the fair and efficient adjudication of this controversy. Requiring Ohio Class members to pursue their claims individually would entail a host of separate suits, with concomitant duplication of costs, attorneys’ fees, and demands on court resources. Many Ohio Class members’ claims are 8 sufficiently small that they would be reluctant to incur the substantial cost, expense, and risk of pursuing their claims individually. Certification of this case pursuant to Fed. R. Civ. P. 23 will enable the issues to be adjudicated for all class members with the efficiencies of class litigation. 42. Plaintiff incorporates by reference the foregoing allegations as if fully rewritten herein. 43. Defendants’ practice and policy of not paying Plaintiff and other similarly- situated home health aides overtime compensation at the rate of one and one-half times their regular rate of pay for the hours they worked over 40 each workweek violated the FLSA, 29 46. Plaintiff in corporates by reference the foregoing allegations as if fully rewritten herein. 47. Defendants’ practice and policy of not paying Plaintiff and other similarly- situated home health aides overtime compensation at the rate of one and one-half times their regular rate of pay for the hours they worked over 40 each workweek violated the OMFWSA,

37. As set forth below, the proposed Class satisfies the requirements for a class action. 39. Plaintiff is a member of the Class he seeks to represent, as detailed in the factual background and the claims for relief section of this complaint. The averments of fact and questions of law are common to the Class. 40. The Class is believed to include well over thirty thousand members. The Class is so numerous and spread out across the State of Texas that joinder of all members is impracticable. 41. A Texas statute governs this action. Also, the standardized lease agreements used by GREYSTAR and SVFC in carrying out their management and lessor duties, which leases are forms promulgated by the Texas Apartment Association, are governed by Texas common law and the Texas Property Code. 43. GREYSTAR and SVFC engaged in a common course of conduct giving rise to the legal rights sought to be enforced by Class members. The same claims are involved. Individual questions, if any, pale by comparison to the numerous common questions that predominate. 45. Class members have been damaged by Defendants' misconduct. Class members have been charged and have paid excessive amounts, allowing Defendants to impermissibly profit by adding extra fees or other surcharges for water and wastewater. 46. Plaintiff’s claims are typical of the claims of the other Class members. Plaintiff was charged impermissible Utility Connection Fees. 47. Plaintiff will fairly and adequately protect the interests of the Class. Plaintiff is familiar with the basic facts underlying the Class members’ claims. 48. Plaintiff’s interests do not conflict with the interests of the other Class members they seek to represent. Plaintiff has retained counsel competent and experienced in class action litigation and intends to prosecute this action vigorously. 49. Plaintiff’s counsel have successfully prosecuted complex class actions, including two similar class action cases involving similar apartment tenant utility billing issues as in this case. Plaintiff and Plaintiff’s counsel will fairly and adequately protect the interests of the Class members. 50. The class action device is superior to other available means for the fair and efficient adjudication of the claims of Plaintiff and the Class members. The relief sought per individual Class member is small given the burden and expense of individual prosecution of the potentially extensive litigation necessitated by Defendants' conduct. Furthermore, it would be virtually impossible for Class members to seek redress on an individual basis. Even if Class members themselves could afford such individual litigation, the court system could not. 52. Defendants have acted or refused to act on grounds that apply generally to the Class, so that final injunctive relief or corresponding declaratory relief is appropriate respecting the Class as a whole. 53. For the reasons stated herein, a class action is superior to other available methods for the fair and efficient adjudication of this controversy.

24. Named Plaintiffs and Class Members were employed by Defendants at call centers in New York and elsewhere in the United States. 25. Throughout their tenures, named Plaintiffs and Class Members worked hours for which they were not paid, including hours worked in excess of forty (40) in a week. 27. Named Plaintiffs and Class Members also performed work after their scheduled shift and after they were logged out of Defendants' phone system or "queue." 28. Named Plaintiffs and Class Members were not compensated by Defendants for all the hours they were suffered or permitted to work because Defendants only paid employees for the time they were logged into Defendants' phone system. 29. Defendants knew Named Plaintiffs and Class Members were not being paid based on the actual hours they were suffered or permitted to work because they tracked the arrival and departure of Named Plaintiffs and Class Members' using identification swipe cards. 30. The net effect of Defendants' pay policy and practice was to willfully deprive Named Plaintiffs and the Class Members of their regular rate of pay for all hours worked. as well as overtime pay for all hours worked in excess of forty (40). 31. in addition, Defendants paid Named Plaintiffs and Class Members non- discretionary bonusesicommissions. Defendants failed to account for these bonusicommissions in calculating Named Plaintitls and Class Members' overtime pay. 32. Further, Defendants failed to pay agreed-upon commissions to Named Plaintitls and Class Members according to tenns of their commission plan, in violation of the New York Labor Law. 33. Defendants' policy is not to ensure that it pays regular pay. overtime pay and accrued commissions to its employees according to state and federal law. 35. Defendants' policy of not properly paying its employees is long-standing and. upon information and belief, has been in effect for at least six (6) years. 36. Defendants' deprivation of proper regular pay, overtime pay and accrued commissions as required by the FLSA and New York Labor Law is willfuL 37. In addition, Defendants do not maintain accurate time records with respect to Named Plaintiffs and Class Members, as required by the FLSA and New York Labor Law. 38. Named Plaintiffs and Class Members reallege the above paragraphs as if fully restated herein. 39. Defendants willfully violated their obligations under the FLSA and are liable to Named Plaintiffs and those similarly situated. 40. Named Plaintiffs and Class Members reallege the above paragraphs as if fully restated herein. 41. Defendants willfully violated their obligations under the New York Labor Law and are liable to Named Plaintiffs and those similarly situated.

12. On Whitepages alone, just on one spoofed phone number that Zip Capital Group uses 954-204-0916, there are over 500 spam reports. 13. On October 16, 2018 at 10:13 AM, Plaintiff received a phone call to his cell phone number from Defendant using phone number 480-653-8635. Phone number 480-653- 8635 is a spoofed phone number that Defendant uses to place telemarketing calls, and when called back it is not in service. 14. On October 17, 2018 at 10:04 AM, Plaintiff received another phone call to his cell phone number from Defendant, this time using phone number 480-343-2033. Phone number 480-343-2033 appears to be another spoofed phone number that Defendant uses to place telemarketing calls. When 480-343-2033 is dialed, it doesn’t ring at all. An automated messages states, “The wireless customer you are calling is not available.” 15. On October 18, 2018 at 10:57 AM, Plaintiff received a prerecorded call to his cell phone number from Defendant, again using phone number 480-653-8635. When Plaintiff answered the call, he heard a recorded voice message. 16. On October 19, 2018 at 3:52 PM, Plaintiff received a second prerecorded call to his cell phone number from Defendant, this time using phone number 480-462-5153. When Plaintiff answered the call, he heard the same prerecorded voice message he had heard the previous day. When he finally got through to a live agent, Plaintiff confirmed that the telemarketer is Zip Capital Group and was given the callback phone number 949-396-1159. 18. Plaintiff has never had a relationship with Zip Capital Group and has never consented to any contact from Defendant. Simply put, Zip Capital Group did not obtain Plaintiff’s prior express written consent to place prerecorded solicitation telephone calls to him on his cell phone number. 19. The unauthorized telephone calls made by Zip Capital Group, as alleged herein, have harmed Plaintiff in the form of annoyance, nuisance, and invasion of privacy, and disturbed Kempton’s use and enjoyment of his phone, in addition to the wear and tear on the phones’ hardware (including the phones’ battery) and the consumption of memory on the phone. 20. Seeking redress for these injuries, Kempton, on behalf of himself and Class of similarly situated individuals, brings suit under the Telephone Consumer Protection Act, 47 U.S.C. § 227, et seq., which prohibits prerecorded telephone calls to cellular telephones. 22. The following individuals are excluded from the Class: (1) any Judge or Magistrate presiding over this action and members of their families; (2) Defendant, its subsidiaries, parents, successors, predecessors, and any entity in which Defendant or its parents have a controlling interest and their current or former employees, officers and directors; (3) Plaintiff’s attorneys; (4) persons who properly execute and file a timely request for exclusion from the Class; (5) the legal representatives, successors or assigns of any such excluded persons; and (6) persons whose claims against Defendant have been fully and finally adjudicated and/or released. Plaintiff anticipates the need to amend the Class definitions following appropriate discovery. 23. Numerosity: On information and belief, there are hundreds, if not thousands of members of the Class such that joinder of all members is impracticable. 25. Adequate Representation: Plaintiff will fairly and adequately represent and protect the interests of the Class, and has retained counsel competent and experienced in class actions. Plaintiff has no interests antagonistic to those of the Class, and Defendant has no defenses unique to Plaintiff. Plaintiff and his counsel are committed to vigorously prosecuting this action on behalf of the members of the Class, and have the financial resources to do so. Neither Plaintiff nor his counsel has any interest adverse to the Class. 26. Appropriateness: This class action is also appropriate for certification because Defendant has acted or refused to act on grounds generally applicable to the Class and as a whole, thereby requiring the Court’s imposition of uniform relief to ensure compatible standards of conduct toward the members of the Class and making final class-wide injunctive relief appropriate. Defendant’s business practices apply to and affect the members of the Class uniformly, and Plaintiff’s challenge of those practices hinges on Defendant’s conduct with respect to the Class as wholes, not on facts or law applicable only to Plaintiffs. Additionally, the damages suffered by individual members of the Class will likely be small relative to the burden and expense of individual prosecution of the complex litigation necessitated by Defendant’s actions. Thus, it would be virtually impossible for the members of the Class to obtain effective relief from Defendant’s misconduct on an individual basis. A class action provides the benefits of single adjudication, economies of scale, and comprehensive supervision by a single court. Telephone Consumer Protection Act (Violation of 47 U.S.C. § 227) (On Behalf of Plaintiff and the Prerecorded No Consent Class) 27. Plaintiff repeats and realleges paragraphs 1 through 26 of this Complaint and incorporates them by reference. 29. These prerecorded voice calls were made en masse without the prior express written consent of Plaintiff and the other members of the Prerecorded No Consent Class. 30. Defendant has, therefore, violated 47 U.S.C. § 227(b)(1)(A)(iii). As a result of Defendant’s conduct, Plaintiff and the other members of the Prerecorded No Consent Class are each entitled to a minimum of $500 in damages, and up to $1,500 in damages, for each violation. 9. As explained by the Federal Communications Commission (“FCC”) in its 2012 order, the TCPA requires “prior express written consent for all autodialed or prerecorded [solicitation] calls to wireless numbers and residential lines.” In the Matter of Rules and Regulations Implementing the Telephone Consumer Protection Act of 1991, CG No. 02-278, FCC 12-21, 27 FCC Rcd. 1830 ¶ 2 (Feb. 15, 2012). Class Treatment Is Appropriate for Plaintiff’s TCPA Claims Arising From Prerecorded Voice Solicitation Calls Made by Zip Capital Group Zip Capital Group Markets its Services by Placing Prerecorded Calls to Consumers’ Cellular Phone Numbers Without Consent Zip Capital Group Repeatedly Called Plaintiff’s Cell Phone Number Without Plaintiff’s Consent

10. When the Plaintiff REBECCA WOLCOTT began working with the Defendants she was told that she would be paid $10.00 per hour for all work and Plaintiff agreed to be hired at that rate. 12. The Defendant LISA HERRGUTH were at all times material hereto, an owner, officer, manager, and/or employee of the Defendant AIDING HEARTS. 13. The Defendant LISA HERRGUTH exercises significant control over the operations of the Defendant AIDING HEARTS. She had and has supervisory duties, participates in and/or sets employee policies, and, at all times, acted in the interest of the Defendant AIDING HEARTS in relation to the Plaintiff REBECCA WOLCOTT and similarly situated persons. 14. Each of the Defendants were individually, jointly, and/or alternatively an employer of the Plaintiff REBECCA WOLCOTT and similarly situated persons. 15. Defendants operated as a single enterprise or alternatively, some combination of these Defendants operated as a single enterprise. 16. At all times, federal and Michigan laws required that the Defendants compensate the Plaintiff REBECCA WOLCOTT and similarly situated persons at wage rates in amounts that met or exceeded the minimum wage rate. 17. Under the Fair Labor Standards Act, the federal minimum wage rate is $7.25 per hour. 19. Defendants failed to pay Plaintiff REBECCA WOLCOTT and similarly situated persons, for all hours worked and regularly paid her less than the amount of wages she earned. 20. During and after her employment with the Defendants, Plaintiff REBECCA WOLCOTT requested that she be paid for all hours worked. 21. Despite her requests, the Defendants refused to compensate Plaintiff REBECCA WOLCOTT for all hours worked. 22. Throughout the time of her employment, the Defendants failed to maintain proper records of their employees’ work time and had a policy or practice, which applied to all employees, of not investigating disputed hours and not paying employees’ for those hours. 23. As a result of not paying employees’ for all hours worked, Defendants failed to pay Plaintiff REBECCA WOLCOTT and similarly situated persons at the federal or state minimum wage rates. 24. During her employment, Plaintiff REBECCA WOLCOTT and similarly situated persons were required to travel to several different patient homes located throughout central Michigan within a single day. 26. Throughout the time that she worked for the Defendants, Plaintiff REBECCA WOLCOTT and similarly situated persons were required to use their own vehicles to drive clients to and from client appointments, meetings, errands, etc. 27. During her employment with the Defendants, Plaintiff REBECCA WOLCOTT requested that she be reimbursed for gas and mileage for travel to and from work assignments. 28. Despite her requests, the Defendants refused to reimburse Plaintiff REBECCA WOLCOTT for gas or mileage to and from her work assignments. 29. Throughout the time of her employment, the Defendants maintained a policy, which applied to all employees, of not paying employees’ gas or mileage for travel to, from, and between work assignments. 30. As a result of Defendants’ policy, Plaintiff REBECCA WOLCOTT and similarly situated persons incurred the costs of gas and mileage, which are a necessary business expense of Defendants operations. 31. As a result of not reimbursing employees’ for gas and mileage, Defendants failed to pay Plaintiff REBECCA WOLCOTT and similarly situated persons at the federal or state minimum wage rates. 33. Defendants never reimbursed Plaintiff REBECCA WOLCOTT or similarly situated persons for the cost of the supplies. 34. As a result of Defendants’ policy, Plaintiff REBECCA WOLCOTT and similarly situated persons incurred the cost of supplies, which are a necessary business expense of Defendants operations. 35. As a result of not reimbursing employees’ for necessary supplies, Defendants failed to pay Plaintiff REBECCA WOLCOTT and similarly situated persons at the federal or state minimum wage rates. 36. Under the Fair Labor Standards Act and the Michigan Workforce Opportunity Wage Act, Defendants are required to pay Plaintiff REBECCA WOLCOTT and similarly situated persons compensation not less than one and one- half times the employee’s regular rate of pay for all hours worked in excess of forty (40) hours during a single workweek. 37. Throughout the time that she worked for the Defendants, Plaintiff REBECCA WOLCOTT and similarly situated persons would be required to work more than forty (40) hours in a workweek and were not paid at the required overtime rates. 39. When travel time is included within her workweek, Plaintiff REBECCA WOLCOTT and similarly situated persons, regularly worked more than 40 hours during a workweek. 40. Despite her requests, the Defendants refused to pay the Plaintiff REBECCA WOLCOTT for travel time and as a result, failed to pay Plaintiff and similarly situated persons compensation not less than one and one-half times the employee’s regular rate of pay for all hours worked in excess of forty (40) hours during a single workweek. 41. In violation of the federal and Michigan law, Defendants failed to pay Plaintiff REBECCA WOLCOTT and similarly situated individuals, for all hours worked and at proper wage rates for overtime hours worked. 54. Plaintiff incorporates by reference paragraphs 1 through 52 as fully stated herein. 55. At all times relevant to this action, Plaintiff REBECCA WOLCOTT and similarly situated persons were Defendants’ employees within the meaning of the Fair Labor Standards Act 29 U.S.C §201 et. seq. 57. In violation of the Fair Labor Standards Act 29 U.S.C §201 et. seq., Defendants failed to pay Plaintiff REBECCA WOLCOTT and similarly situated persons at the federal minimum wage rate. 58. Defendants engaged in a pattern or practice of failing and/or refusing to compensate Plaintiff REBECCA WOLCOTT and similarly situated persons at federal minimum wage rates 59. Defendants knowingly, intentionally, and willfully failed to pay REBECCA WOLCOTT and similarly situated persons at the federal minimum wage rate. 60. As a result of Defendants conduct Plaintiff REBECCA WOLCOTT and similarly situated persons are entitled to an award of damages including but limited to compensatory damages, liquidated damages, punitive damages, costs, attorneys fees, prejudgment interest and other damages as followed by law and equity. 61. Plaintiff incorporates by reference paragraphs 1 through 59 above as though fully stated herein. 63. At all times relevant to this action, Defendants were the employer of the Plaintiff REBECCA WOLCOTT and similarly situated persons within the meaning of the Fair Labor Standards Act, 29 U.S.C. § 201 et. seq. 64. In violation of the Fair Labor Standards Act, 29 U.S.C. § 201 et. seq., Defendants failed to pay Plaintiff REBECCA WOLCOTT and similarly situated persons at the federal overtime rate of one and one-half times their normal rate of pay when working more than forty (40) hours during a week. 65. Defendants engaged in a pattern or practice of failing and/or refusing to compensate Plaintiff REBECCA WOLCOTT and similarly situated persons at the federal overtime rate of one and one-half times their normal rate of pay when working more than forty (40) hours during a week. 66. Defendants knowingly, intentionally, and willfully failed to pay Plaintiff REBECCA WOLCOTT and similarly situated persons at the federal overtime rate of one and one-half times their normal rate of pay when working more than forty (40) hours during a week. 68. Plaintiff incorporates by reference paragraphs 1 through 66 above as fully stated herein. 69. At all times relevant to this action, Plaintiff and similarly situated persons were Defendants’ employees within the meaning of the Michigan Workforce Opportunity Wage Act, Mich. Comp. Laws § 408.411 et seq. 70. At all times relevant to this action, Defendants were the employer of the Plaintiff and similarly situated persons within the meaning of the Michigan Workforce Opportunity Wage Act, Mich. Comp. Laws § 408.411 et seq. 71. In violation of the Michigan Workforce Opportunity Wage Act, Mich. Comp. Laws § 408.411 et seq., Defendants failed to pay plaintiff REBECCA WOLCOTT and similarly situated persons at the Michigan minimum wage rate for all hours worked. 72. Defendants engaged in a pattern or practice of failing and/or refusing to compensate Plaintiff REBECCA WOLCOTT and similarly situated persons at Michigan minimum wage rates. 74. As a result of Defendants’ conduct Plaintiff REBECCA WOLCOTT and similarly situated persons are entitled to an award of damages including but limited to compensatory damages, liquidated damages, punitive damages, costs, attorneys’ fees, prejudgment interest and other damages as followed by law and equity. 75. Plaintiff incorporates by reference paragraphs 1 through 73 above as though fully stated herein. 76. At all times relevant to this action, Plaintiff REBECCA WOLCOTT and similarly situated persons were Defendants’ employees within the meaning of the Michigan Workforce Opportunity Wage Act, Mich. Comp. Laws § 408.411 et seq. 77. At all times relevant to this action, Defendants were the employer of the Plaintiff REBECCA WOLCOTT and similarly situated persons within the meaning of the Michigan Workforce Opportunity Wage Act, Mich. Comp. Laws § 408.411 et seq. 79. Defendants engaged in a pattern or practice of failing and/or refusing to compensate Plaintiff REBECCA WOLCOTT and similarly situated persons at the state’s overtime rate of one and one-half times their normal rate of pay when working more than forty (40) hours during a week. 8. The Defendant AIDING HEARTS is, and was engaged in the business of providing in-home care to clients. 80. Defendants knowingly, intentionally, and willfully failed to pay Plaintiff REBECCA WOLCOTT and similarly situated persons at the Michigan overtime rate of one and one-half times their normal rate of pay when working more than forty (40) hours during a week. 81. As a result of Defendants’ conduct, Plaintiff REBECCA WOLCOTT and similarly situated persons are entitled to an award of damages including but not limited to compensatory damages, liquidated damages, punitive damages, costs, attorneys’ fees, prejudgment interest and other damages as allowed by law and equity. 9. In the spring and summer of 2018, Plaintiff REBECCA WOLCOTT was employed by the Defendants as a home health aide. FAIR LABOR STANDARDS ACT (Overtime) FAIR LABOR STANDARDS ACT (Minimum Wage) WORKFORCE OPPORTUNITY WAGE ACT (Minimum Wage) WORKFORCE OPPORTUNITY WAGE ACT (Overtime)

23. A cryptocurrency is a digital asset designed to work as a medium of exchange or a store of value or both. Cryptocurrencies leverage a variety of cryptographic principles to secure transactions, control the creation of additional units, and verify the transfer of the underlying digital assets. 24. Bitcoin was the world’s first decentralized cryptocurrency. It is also the largest and most popular cryptocurrency, with a market capitalization of approximately $126 billion. Bitcoin spawned a market of other cryptocurrencies that, together with Bitcoin, have a current market capitalization of approximately $192 billion. (The term “bitcoin” can refer to both a computer protocol and a unit of exchange. Accepted practice is to use the term “Bitcoin” to label the protocol and software, and the term “bitcoin” to label the units of exchange.) 26. Blockchains act as the central technical commonality across most cryptocurrencies. While each blockchain may be subject to different technical rules and permissions based on the preferences of its creators, they are typically designed to achieve the similar goal of decentralization. 27. Accordingly, blockchains are generally designed as a framework of incentives that encourages some people to do the work of validating transactions while allowing others to take advantage of the network. In order to ensure successful validation, those completing the validation are also required to solve a “Proof of Work” problem by expending computational resources which has the effect of making the blockchain more accurate and secure. For Bitcoin, those who validate the blockchain transactions and solve the “Proof of Work” program are rewarded with newly minted bitcoin. This process is colloquially referred to as “mining.” 28. Mining is one method by which an individual can acquire cryptocurrencies like Bitcoin. A second and more common manner is to obtain cryptocurrencies from someone else. This is often accomplished by acquiring it through an online “cryptocurrency exchange.” 29. Online cryptocurrency exchanges are one place to purchase Bitcoin and other cryptocurrencies. These exchanges are similar to traditional exchanges in that they provide a convenient marketplace to match buyers and sellers of virtual currencies. 30. In April 2013, there were only seven cryptocurrencies listed on coinmartketcap.com, a popular website that tracks the cryptocurrency markets. As of this filing, the site monitors more than 2,000 cryptocurrencies. 32. Ethereum is the second-most popular cryptocurrency, with a market capitalization of approximately $16 billion. The Ethereum blockchain functions similarly to the Bitcoin blockchain insofar as its miners act as the validators of the network. Miners of the Ethereum blockchain are paid for their services in the form of newly minted ether. (The term “Ethereum” refers to the open software platform built on top of the Ethereum blockchain, while the term “ether” is the unit of account used to exchange value within the Ethereum “ecosystem,” i.e., the overall network of individuals using Ethereum or participating in the development of its network.) 33. Unlike Bitcoin’s blockchain, Ethereum was designed to enable “smart contract” functionality. A smart contract is a program that verifies and enforces the negotiation or performance of a contract. Smart contracts can be self-executing and self-enforcing, which theoretically reduces the transaction costs associated with traditional contracting. 34. As an example of how a smart contract works, consider a situation where two people want to execute a hedging contract. They each put up $1,000 worth of ether. They agree that, after a month, one of them will receive back $1,000 worth of ether at the dollar exchange rate at that time, while the other receives the rest of the ether. The rest of the ether may or may not be worth more than it was at the beginning of the month. 36. In order to enable widespread adoption and standardized protocols for smart contracts, the Ethereum community has created certain out-of-the box smart contracts called Ethereum Request for Comments (“ERCs”). 37. An ERC is an application standard for a smart contract. Anyone can create an ERC and then seek support for that standard. Once an ERC is accepted by the Ethereum community, it benefits Ethereum users because it provides for uniform transactions, reduced risk, and efficient processes. The most widespread use of ERCs is to allow individuals to easily launch and create new digital tokens. C. ERC-20 Tokens 38. ERC-20 is an application standard that the creator of Ethereum, Vitalik Buterin, first proposed in 2015. ERC-20 is a standard that allows for the creation of smart-contract tokens on the Ethereum blockchain, known as “ERC-20 tokens.” 39. ERC-20 tokens are built on the Ethereum blockchain, and therefore they must be exchanged on it. Accordingly, ERC-20 tokens are functionally different than cryptocurrencies like Bitcoin and Ethereum because they do not operate on an independent blockchain. 40. ERC-20 tokens all function similarly by design—that is, they are compliant with the ERC-20 application standard. Some properties related to ERC-20 tokens are customizable, such as the total supply of tokens, the token’s ticker symbol, and the token’s name. All ERC-20 tokens transactions, however, occur over the Ethereum blockchain; none of them operates over its own blockchain. 42. Between 2014 and 2016, Bitcoin’s price fluctuated between $200 and $800. During this same time frame, ether’s price fluctuated between roughly $1 and $10. 43. By the end of 2016, interest in cryptocurrencies began to accelerate, with prices growing at a rate historically unprecedented for any asset class. Over the course of 2017 alone, bitcoin’s price increased from approximately $1,000 to approximately $20,000. Ethereum’s growth was even more startling. On January 1, 2017, Ethereum was trading at approximately $8 per ether. Approximately one year later, it was trading at over $1,400 per ether—a return of approximately 17,000 percent over that period. 44. Seeking to capitalize on the growing enthusiasm for cryptocurrencies, many entrepreneurs sought to raise funds through initial coin offerings, or ICOs, including ICOs for newly created ERC-20 tokens, such as the QSP tokens. Many of these issuers improperly chose not to register their securities offerings with the SEC in order to save money and not “open their books” to the SEC, even though investors thereby were denied access to critical information they would have received from an SEC-registered offering. As a result investors, including investors in QSP, were denied access to important information before making their investment decision. 46. Over 2017 and 2018, nearly $20 billion was raised through ICOs, none of which was registered with the SEC. Of the approximately 800 ICOs launched between 2017 and 2018, the vast majority were issued using the ERC-20 protocol. 47. Like most ICOs, ERC-20 ICOs were typically announced and promoted through public online channels. Issuers, including Quantstamp, typically released a “whitepaper” describing the project and terms of the ICO. These whitepapers advertised the sale of tokens or coins through the ICO. They typically advertised the creation of a “new blockchain architecture.” 48. The whitepapers typically contained vastly less information than a registration statement filed with the SEC would have included. For example, whitepapers often did not include a “plain English” description of the offering; a required list of key risk factors; a description of important information and incentives concerning management; an explanation of how the proceeds from the offering would be used; and a standardized format that investors could readily follow. 49. When tokens were sold through an ERC-20 ICO, the issuer usually asserted that such tokens entitled their holders to certain rights related to a venture underlying the ICO, such as the right to use certain services provided by the issuer. In almost all cases, these tokens could also be traded, thereby giving investors a reasonable expectation of profits to be derived from the entrepreneurial or managerial efforts of others (that is, the people operating the issuer whose efforts will impact the value of those tokens on the secondary market). 51. Prior to its November 2017 ICO, Quantstamp published a whitepaper. Casting the Quantstamp protocol as a solution to the “smart contract security problem,” the whitepaper described the Quantstamp protocol as “the first smart contract security-auditing protocol.” The whitepaper asserted that Quantstamp would create a “scalable cost-effective system to audit all smart contracts on the Ethereum network” and that over time they expected “every Ethereum smart contract to use the Quantstamp protocol to perform a security audit because security is essential.” The whitepaper touted its team of software testing experts who “collectively have over 500 Google Scholar citations.” 52. QSP was launched through use of the ERC-20 protocol. At launch, 1 billion tokens were created through use of the ERC-20 protocol. 53. Quantstamp retained approximately 35 percent of those tokens. Quantstamp sold the remaining 65 percent of the tokens during QSP’s ICO, which Quantstamp organized and ran. Over its three day ICO, from November 17 to November 19, 2017, Quantstamp raised approximately $31 million in proceeds. 58. Misleadingly, Quantstamp also promoted itself as being similar to Ethereum and Bitcoin, which are not securities nor required to be registered with the SEC. Quantstamp’s stated “goal is to create a permissionless and decentralized network much like Ethereum and Bitcoin.” And Quantstamp’s co-founder Steven Stewart has expressly compared QSP tokens to those cryptocurrencies: “Ether is used for fueling token transfers and other state changes. We are committed to exclusively using QSP to fuel our protocol.” Indeed, in the QSP whitepaper, Quantstamp represented to investors that “we are extending Ethereum with technology designed to ensure the security of smart contracts.” Indeed, the whitepaper claimed Quantstamp protocol would one day “become part of the Ethereum protocol” itself. 59. At the time of the QSP ICO, Quantstamp took advantage of the market’s lack of understanding and awareness concerning how cryptocurrencies worked. In the face of promises that the Quantstamp protocol would one day “become part of the Ethereum protocol” able to “audit all smart contract projects on Ethereum,” and considering the new technology at issue and Quantstamp’s other statements, many individuals were understandably unaware that QSP tokens had fundamentally different features than other cryptocurrencies, which the SEC has determined are not securities. Moreover, the Quantstamp whitepaper was ambiguous about how it would use the proceeds of the QSP ICO, stating only that “all proceeds received by Quantstamp may be spent freely by Quantstamp absent any conditions, save as set out herein.” 61. In its whitepaper, Quantstamp also sought to emphasize the utility rather than security token characteristics of QSP tokens. Quantstamp stated that “Quantstamp tokens are sold as a functional good” and that “[a]s of the date of publication of this paper, the Tokens have no known potential uses outside of the Quantstamp ecosystem and are not permitted to be sold or otherwise traded on third-party exchanges.” Of course, Quantstamp did list QSP tokens on third party exchanges within days after its ICO, and then repeated its’ instruction that QSP tokens were “not permitted to be sold or otherwise traded on third-party exchanges” in its retrospective legal disclaimer, at which point those statements were almost surely false. 62. Prior to April 3, 2019, when the SEC released its Framework, it was therefore unclear to a reasonable investor that QSP was a security. For example, in March 2018, investors sought clarification from Quantstamp on reddit to “help us investors to get this more clear” regarding how the SEC might impact QSP tokens. Quantstamp responded evasively, saying that “Quantstamp has retained top legal counsel from the beginning and conservatively followed and will continue to follow the regulatory guidance at every step” without further elaboration. 64. Other thought leaders in the space, such as the lawfully registered broker-dealer Coinbase, opined in late 2016 that “we have considered the question of whether issuance of a Blockchain Token prior to the existence of a system would constitute a security. We have not found conclusive law on the subject, but believe that the better view is that a non-security Blockchain Token does not become a security merely because the system as to which it has rights has not yet been created or completed.” 65. In sum, before the SEC issued its Framework on April 3, 2019, a reasonable investor would not have concluded that ERC-20 tokens like the QSP token were generally securities subject to the securities laws. On the contrary, they were confronted with representations both from token issuers and from cryptocurrency discussions that led them reasonably to believe they were not investing in securities. G. The QSP Tokens Are Securities 66. QSP tokens are securities because they constituted an investment of money in a common enterprise with a reasonable expectation of profits to be derived from the efforts of others. At issuance, as described above, it was not clear that the QSP tokens were securities as defined under federal and state securities laws. Quantstamp acted as if the QSP tokens were not securities, for example, by not ensuring that a registration statement was filed with the SEC, which would have provided important disclosures to investors of the risks inherent in these investments, including their speculative nature. 68. By contrast, Quantstamp issued a substantial portion of the total stock of QSP tokens at issuance, at very little economic cost to Quantstamp’s founders. The creation of QSP tokens thus occurred through a centralized process, in contrast to Bitcoin and Ethereum. This would not have been apparent at issuance, however, to a reasonable investor. Rather, it was only after the passage of time and disclosure of additional information about the issuer’s intent, process of management, and success in allowing decentralization to arise that a reasonable purchaser could know that he or she had acquired a security. Purchasers were thereby misled into believing that QSP was something other than a security, when it was a security. 70. In the Framework, the SEC cautioned potential issuers: “If you are considering an Initial Coin Offering, sometimes referred to as an ‘ICO,’ or otherwise engaging in the offer, sale, or distribution of a digital asset, you need to consider whether the U.S. federal securities laws apply.” The SEC explained the basics of the Howey test. The U.S. Supreme Court’s Howey case and subsequent case law have found that an “investment contract” exists when there is the investment of money in a common enterprise with a reasonable expectation of profits to be derived from the efforts of others. The so-called “Howey test” applies to any contract, scheme, or transaction, regardless of whether it has any of the characteristics of typical securities. The focus of the Howey analysis is not only on the form and terms of the instrument itself (in this case, the digital asset) but also on the circumstances surrounding the digital asset and the manner in which it is offered, sold, or resold (which includes secondary market sales). Therefore, issuers and other persons and entities engaged in the marketing, offer, sale, resale, or distribution of any digital asset will need to analyze the relevant transactions to determine if the federal securities laws apply. Investors who bought QSP tokens invested money or other valuable consideration, such as bitcoin and ether, in a common enterprise—Quantstamp. Investors had a reasonable expectation of profit based upon Quantstamp’s efforts, including, among other things, Quantstamp obtaining listing of QSP tokens on various cryptocurrency exchanges. a. QSP Token Purchasers Invested Money 72. Investors invested traditional and other digital currencies, such as bitcoin and ether, to purchase the QSP tokens. QSP tokens were listed on many cryptocurrency exchanges, and those cryptocurrency exchanges permitted investors to purchase QSP with bitcoin and ether. b. QSP Token Investors Participated In A Common Enterprise 73. The SEC Framework states: “In evaluating digital assets, we have found that a ‘common enterprise’ typically exists.” This is “because the fortunes of digital asset purchasers have been linked to each other or to the success of the promoter’s efforts.” 74. The QSP tokens are no different. Investors were passive participants in the QSP token ICO and the profits of each investor were intertwined with those of both Quantstamp and of other investors. Quantstamp was responsible for supporting QSP, pooled investors’ assets, and controlled those assets. Quantstamp also retained a significant stake in QSP, thus sharing in the profits and risk of the venture. 80. The SEC Framework clarifies that investors purchased the QSP tokens with a reasonable expectation of profits. 81. According to icodrops.com screenshots of the Quantstamp ICO, Quanstamp’s Team & Advisors were personally allocated 20 percent of the QSP tokens, thus benefitting from holding the same digital asset as the purchasers: 83. Investment analysis of QSP tokens clearly indicates tokens were viewed as intended to provide a return on investment: analysts were “bullish” on QSP tokens because of factors such as “growth potential,” the “strong team,” the “constrained supply” and the likelihood of the tokens being listed on additional exchanges in the future. 87. The SEC Framework provides that the “inquiry into whether a purchaser is relying on the efforts of others focuses on two key issues: Does the purchaser reasonably expect to rely on the efforts of an [Active Participant]? Are those efforts ‘the undeniably significant ones, those essential managerial efforts which affect the failure or success of the enterprise,’ as opposed to efforts that are more ministerial in nature?” 91. This dependency, however, on the managerial efforts of Quantstamp was not apparent at issuance to a reasonable investor. Considering the limited available information about how QSP was designed and intended to operate, if such an investor were even able to interpret the relevant law at the time, a reasonable investor lacked sufficient bases to conclude whether QSP was a security until the platforms at issue, and its relevant “ecosystem,” had been given time to develop. In the interim, the investor lacked the facts necessary to conclude—let alone formally allege in court—that the token she had acquired was a security. It was only after the passage of some significant amount of time, and only with more information about Quantstamp’s intent, process of management, and lack of success in allowing decentralization to arise, that an investor could reasonably determine that a token that was advertised as something other than a security was a security all along. 92. Investors’ profits in QSP tokens were to be derived from the managerial efforts of others, specifically Quantstamp and its co-founders and development teams. QSP token investors relied on the managerial and entrepreneurial efforts of Quantstamp and their executive and development teams to manage and develop the projects funded by the QSP ICO. 93. Indeed, one of the few statements on the cover page of the QSP whitepaper is that “[o]ur team is made of up of software testing experts who collectively have over 500 Google Scholar citations.” 95. Quantstamp touts their broader team as well, stating “[w]e are a diverse and talented team of PhDs and security professionals with a wealth of experience. We come from companies like Google, Facebook, Apple, Goldman Sachs, BMW, Visa, and MathWorks. Together, we are here to do some of the best work of our careers, driving smart contract security while defining a new standard in blockchain security.” 96. One self-described token holder, explaining how “value is accrued to the QSP token,” stated that “Quantstamp isn’t shy about the caliber of their team, and rightfully so. Their team is filled with security PHD’s (with a huge amount of publications behind them combined) and software engineers/business team with impressive experience in the industry.” 97. Under this Framework, however complex the resolution of the issue would strike a reasonable investor, QSP satisfies most if not all of the factors described as relevant to its determination that a digital asset is a security. Quantstamp created QSP tokens from thin air. Quantstamp represented that it would develop a “Quantstamp ecosystem,” (i.e., the overall network of individuals using QSP or participating in the development of its network) that would increase the value of QSP tokens. Plaintiff and the Class reasonably expected Quantstamp to provide significant managerial efforts, to develop and improve the QSP ecosystem, to develop and sustain a supportive network, and to secure listings at exchanges through which QSP tokens could be traded or liquidated. And Quantstamp represented that it would provide significant managerial efforts to achieve these objectives and make the issued ERC-20 token a success. H. The SEC Has Concluded That Tokens Such As QSP Are Securities A. The First Cryptocurrency: Bitcoin Unregistered Offer and Sale of Securities Tex. Rev. Civ. Stat. art. 581-33 (Quantstamp) 128. Plaintiff realleges the allegations above. 129. The Texas Securities Act forbids the offer or sale of unregistered securities. Tex. Rev. Civ. Stat. art. 581-7(A)(1). Any person who unlawfully offers or sells an unregistered security “is liable to the person buying the security from him, who may sue either at law or in equity for rescission or for damages if the buyer no longer owns the security.” Id. art. 581-

1.5 times the regular rates for which they were employed. 31. Frontier is a provider of inspection services to pipelines, pipeline stations, terminals, gathering, utilities, tank storage and other energy related fields. 33. Rivera provided pipeline inspection services to Kinder-Morgan, Inc. in the Riverside area through Frontier. 34. Prior to being employed by Frontier, Rivera provided inspection services to Kinder- Morgan through another inspection services company. 35. Prior to being employed by Frontier, Rivera was paid by the hour and was paid overtime for hours worked in excess of 40 in a workweek and for hours worked in excess of 8 and 12 hours in a workday. 36. In Summer 2018, Rivera was told that Kinder-Morgan was terminating its contract with its previous inspection service provider. 37. Rivera was told that he needed to sign a contract with Frontier in order to keep working for Kinder-Morgan. 38. The contracts provided to Rivera and other California Class Members stated that they were now exempt employees and would not receive overtime. 39. For example, Rivera’s contract with Frontier stated: 40. Exhibit B to Rivera’s contract clarified his “day rate.” 42. Rivera’s contract with Frontier became effective on July 1, 2018. 43. After being employed by Frontier, Rivera no longer received overtime for hours worked in excess of 40 hours per workweek or in excess of 8 or 12 hours in a workday, even though his work duties remained the same. 44. Rivera and the FLSA and California Class Members were misclassified as exempt employees during the relevant statutory time period. 45. Rivera knows other employees Frontier who are similarly situated in that they were not properly paid overtime for the hours they worked in excess of 40 in a workweek and/or 8 and 12 in a workday. 46. These individuals should be notified of their right to join this lawsuit to collect back wages. 47. Rivera incorporates all other allegations. 48. Frontier has violated, and is violating, section 7 of the FLSA, 29 U.S.C. § 207, by employing day rate workers in an enterprise engaged in commerce or in the production of goods for commerce within the meaning of the FLSA for workweeks longer than 40 hours without compensating such day rate employees for work in excess of 40 hours per week at rates no less than 49. Frontier knowingly, willfully, or in reckless disregard carried out this illegal pattern and practice of failing to pay the day rate workers overtime compensation. 50. Frontier’s failure to pay overtime compensation to these day rate workers was neither reasonable, nor was the decision not to pay overtime made in good faith. 51. Accordingly, Rivera and all those who are similarly situated day rate workers are entitled to overtime wages under the FLSA in an amount equal to 1.5 times their rate of pay, plus liquidated damages, attorney’s fees, and costs. 53. The California Labor Code requires that all employees, including Rivera and the California Class, receive time and one-half overtime premium compensation for hours worked over 8 in one day. CAL. LAB. CODE § 510 (2017); IWC Wage Order 16-2001. 54. Despite working over 8 hours a day as part of their normal and regular shift, Rivera and the California Class did not receive any overtime compensation for all hours worked over 8 in one day. 55. The California Labor Code also requires that all employees, including Rivera and the California Class, receive two times the overtime premium compensation for hours worked over 12 in one day. CAL. LAB. CODE § 510 (2017); IWC Wage Order 16-2001. 56. Although Rivera and the California Class occasionally worked over 12 hours in one day, they did not receive the “double time” compensation required by California law. 57. The California Labor Code requires that all employees, including Rivera and the California Class, receive two times the overtime premium compensation for hours worked over 8 in one day, in the seventh day of a workweek. CAL. LAB. CODE §§ 510, 551–52 (2017); IWC Wage Order 16-2001. 58. Although Rivera and the California Class regularly worked 7 days a week, for at least 12 hours a day, they did not receive the “double time” compensation required by California law for all hours over 8 worked on the seventh day. 59. This pattern, practice, and uniform administration of corporate policy regarding illegal employee compensation is unlawful and entitles Rivera and the California Class to recover unpaid balance of the full amount of overtime wages owing, including liquidated damages, interest, attorneys’ fees, and costs of suit pursuant to California Labor Code section 1194. 60. Rivera incorporates all other allegations. 62. Although the California Labor Code requires that all employees, including Rivera and the California Class, receive two, 30-minute meal-period breaks when employed for 10 hours per day, Rivera and the California Class did not receive two meal-period breaks for each day worked, despite working shifts of 12 hours or more. CAL. LAB. CODE § 512; IWC Wage Order 16-2001. 63. As a pattern and practice, Frontier did not provide Rivera and the California Class with meal-period breaks, and did not provide proper compensation for this failure as required by California law. 64. Although the California Labor Code requires that all employees, including Plaintiff and the California Class, receive a 10-minute rest period for every 4 hours worked, Rivera and the California Class did not receive any rest periods during their shifts of 12 or more hours. CAL. LAB. CODE § 512; IWC Wage Order 16-2001. 65. As a pattern and practice, Frontier did not provide Rivera and the California Class with rest-period breaks, and did not provide proper compensation for this failure as required by California law. 66. Rivera and the California Class are entitled to receive compensation, at their regular rate of pay, of one hour for each day they were denied their lawfully required meal- and rest-periods. CAL. LAB. CODE § 512; IWC Wage Order 16-2001. 67. Frontier’s policy fails to provide Rivera and the California Class with the legally mandated meal period breaks. Such a pattern, practice, and uniform administration of corporate policy as described herein is unlawful and creates an entitled to recovery by Rivera and the California Class in a civil action, for the balance of the unpaid compensation pursuant to Labor Code sections 226.7 and 512, and applicable IWC Wage Orders. 69. California Labor Code section 226 requires Frontier to keep accurate records regarding the rates of pay for their California employees and provide that information to Rivera and the California Class with their wage payment. 70. Because Frontier pay Rivera and the California Class a day rate instead of an hourly rate with proper overtime pay, it did not maintain accurate records of Rivera and the California Class’ daily hours, gross wages earned, net wages earned, and the applicable hourly rates, and did not provide that information to Rivera and the California Class with their wages. 71. This pattern, practice, and uniform administration of corporate policy is unlawful and entitles Rivera and the California Class to recover all damages and penalties available by law, including interest, penalties, attorney fees, and costs of suit. CAL. LAB. CODE § 226(e). 72. Rivera incorporates all other allegations. 73. At all relevant times, Frontier was required to pay Rivera and the California Class all wages owed in a timely fashion at the end of employment pursuant to California Labor Code sections 201 to 204. 74. As a result of Frontier’s alleged California Labor Code violations, Frontier regularly failed to pay Rivera and the California Class their final wages pursuant to California Labor Code sections 201 to 204, and accordingly Frontier owes waiting time penalties pursuant to California Labor Code section 203. 75. The conduct of Frontier, in violation of Rivera and the California Class’ rights, was willful and was undertaken by the agents, employees, and managers of Frontier. 76. Frontier’s willful failure to provide Rivera and the California Class the wages due and owing them upon separation from employment results in a continuation of wages up to 30 days from the time the wages were due. 77. Therefore, Rivera and the California Class who have separated from employment are entitled to compensation pursuant to California Labor Code section 203. 79. Frontier has engaged, and continues to engage, in unfair and unlawful business practices in California by practicing, employing, and utilizing the employment practices outlined above by knowingly denying employees: (1) overtime wages required under federal law; (2) overtime wages required by California law; (3) meal- and rest-period break wages; and (4) accurate wage statements. 80. As a result of Frontier’s failure to comply with federal and state law, Frontier has also violated the California Unfair Competition Law (“UCL”), CAL. BUS. & PROF. CODE § 17200, et. seq., which prohibits unfair competition by prohibiting any unlawful or unfair business actions or practices. 81. The relevant acts by Frontier occurred within the 4 years preceding the filing of this action. 82. On information and belief, Frontier has engaged in unlawful, deceptive, and unfair business practices, pursuant to California’s Business and Professions Code section 17200, et seq., including those set forth above, depriving Rivera and the California Class of minimum working condition standards and conditions under California law and IWC Wage Orders as set forth above. 83. Rivera and the California Class are entitled to restitution for at least the following: restitution for unpaid overtime wages and unpaid California Labor Code § 203 continuation wages. 84. Rivera and the California Class are also entitled to permanent injunctive and declaratory relief prohibiting Frontier from engaging in the violations and other misconduct referred to above. 85. Frontier is also liable for fees and costs pursuant to California Code of Civil Procedure section 1021.5 and other applicable law. 86. Dozens of employees have been victimized by this pattern, practice and policy which are in willful violation of the FLSA. 87. Frontier required the FLSA Class Members to perform job duties similar to those performed by Rivera, including the requirement that they work overtime without overtime pay. 88. Frontier paid these Inspection Workers in the same manner as it paid Rivera and did not properly compensate them for all hours worked as required by the FLSA. 90. The FLSA Class Members were all paid on a day rate basis and were regularly required to work in excess of 40 hours per week without payment of overtime. 91. Accordingly, the employees who were victimized by Frontier’s unlawful compensation practices are similarly situated to Rivera. 92. Frontier’s failure to pay wages and overtime compensation at the rates required by the FLSA result from generally applicable policies and practices and do not depend on the personal circumstances of the FLSA Class Members. 93. Thus, Rivera’s experiences are typical of the experiences of the FLSA Class Members. 94. The specific job titles or precise job requirements of the various FLSA Class Members do not prevent collective treatment. 95. All of the FLSA Class Members, regardless of their precise job requirements or rates of pay, are entitled to be properly compensated for all unpaid overtime for all hours worked in excess of 40 hours per workweek. 96. Although the issue of damages may be individual in character, there is no detraction from the common nucleus of liability facts. 97. Rivera brings this action as a class action pursuant to Rule 23 of the Federal Rules of Civil Procedure on behalf of the California Class. 98. Numerosity: The proposed California Class is so numerous that joinder of all members is impracticable. Rivera is informed and believes, and on that basis alleges, that during the relevant time period, Frontier employed dozens of people who satisfy the definition of the California Class. COMPENSATION FOR MISSED MEAL AND REST PERIODS

(“Unfair” Business Practices in Violation of the Unfair Competition Law, Cal. Bus. & Prof. Code §§ 17200, et seq.—On Behalf of All Classes) (“Unlawful” Business Practices in Violation of the Unfair Competition Law, Cal. Bus. & Prof. Code §§ 17200, et seq.—On Behalf of All Classes) 22. A phishing attack is a scheme by cyber criminals to try to get people to share personal and financial data, such as W-2s during the upcoming tax season. In 2016, the IRS warned that criminals were targeting company payroll departments. 23. One phishing variation is known as a “spoofing” email that will contain the actual name of the company’s chief executive officer (“CEO”) or another executive; however, it is sent by a person pretending to be the CEO. The email will go to a company office employee and will request a list of employees and information, such as social security numbers. 46. Plaintiffs hereby incorporate all other paragraphs of this Complaint and restates them as if fully set forth herein. 47. Defendant requested and came into possession of Plaintiffs’ and Class members’ PII, and had a duty to exercise reasonable care in safeguarding and protecting such information from unlawful intrusion. Defendant’s duty arose from, among other things, the legal requirements and its relationship with its employees. 48. Defendant had a duty to have procedures in place to detect and prevent the improper access and misuse of Plaintiffs’ and Class members’ PII, and a duty to timely notify Plaintiffs of a data breach of their PII. Defendant also had a duty to adequately train personnel regarding the protection of Plaintiffs’ and Class members’ PII. The breach of security, unauthorized access, and resulting injury to Plaintiffs’ and the Class were reasonably foreseeable, particularly in light of its inadequate data security policies and procedures and lack of training and widely reported spoofing incidents. 52. Plaintiffs hereby incorporate all other paragraphs of this Complaint and restates them as if fully set forth herein. 53. The UCL defines unfair business competition to include any “unlawful, unfair or fraudulent” act or practice, as well as any “unfair, deceptive, untrue or misleading” advertising. Cal. Bus. Prof. Code § 17200. 54. A business act or practice is “unlawful” if it violates any established state or federal law. 55. SRG’s practices were unlawful and in violation of Civil Code § 1798.81.5(b) because SRG failed to take reasonable measures in protecting Plaintiffs’ and Class members’ PII, as alleged herein. 56. SRG’s practices were also unlawful and in violation of Civil Code § 1798.82 because SRG unreasonably delayed informing Plaintiffs and Class members about the breach of security after SRG knew the breach occurred. 57. Plaintiffs reserve the right to identify other violations of law as the facts develop. 60. Plaintiffs hereby incorporate all other paragraphs of this Complaint and restates them as if fully set forth herein. 61. The UCL defines unfair business competition to include any “unlawful, unfair or fraudulent” act or practice, as well as any “unfair, deceptive, untrue or misleading” advertising. Cal. Bus. Prof. Code § 17200. 65. Plaintiffs hereby incorporate all other paragraphs of this Complaint and restates them as if fully set forth herein. 66. Employees of Defendant SRG provided their PII in connection with their employment with SRG in order to verify their identity, receive compensation, and in order for SRG to have complete employee records for tax purposes, among other things. 67. Plaintiffs and the Employee Class members provided various forms of PII to SRG as a condition precedent to their employment with SRG, or in connection with employer sponsored benefits. 68. Understanding the sensitive nature of PII, SRG implicitly promised Plaintiffs and the Employee Class members that it would take adequate measures to protect their PII. 74. Plaintiff Annie Fulton hereby incorporates all other paragraphs of this Complaint and restates them as if fully set forth herein. 75. Defendant conducts business in California and owns computerized data that includes the PII of California residents, including Plaintiff’s PII. 76. Plaintiff Annie Fulton was a California resident at the time she worked for Defendant. 77. Defendant’s information security systems were breached in January 2017, however, Defendant did not inform Plaintiff and the California Employee Class until sometime in late March 2017. 81. Plaintiffs Cary Berger, Christine Willetts, Ruth Phelps, and Irene Sung hereby incorporate all other paragraphs of this Complaint and restates them as if fully set forth herein. 82. Defendant conducts business in Massachusetts and owns computerized data that includes the PII of Massachusetts residents, including Plaintiffs’ PII. 83. Plaintiffs were at all relevant times residents of Massachusetts. 84. Defendant’s information security systems were breached in January 2017, however, Defendant did not inform Plaintiffs until sometime in late March 2017. 85. By failing to timely disclose to Plaintiffs and each member of the proposed Massachusetts Employee Class that their PII was reasonably believed to have been acquired by an unauthorized person, Defendant violated Mass. Gen. Laws §§ 93H-1, et seq. Defendant failed to notify Plaintiffs and the proposed Massachusetts Employee Class of the 2017 data breach in the most expedient time possible and unreasonably delayed notifying those affected since law enforcement did not determine notification would hinder a criminal investigation. 86. Defendant could have notified Plaintiffs and the proposed Massachusetts Employee Class sooner had it implemented and maintained adequate policies and procedures. 88. Plaintiff Kimberly Carboni hereby incorporates all other paragraphs of this Complaint and restates them as if fully set forth herein. 89. Defendant conducts business in Florida and owns computerized data that includes the PII of Florida residents, including Plaintiff’s PII. 90. Plaintiff was at all relevant times a resident of Florida. 91. Defendant’s information security systems were breached in January 2017, however, Defendant did not inform Plaintiff until sometime in late March 2017. 92. By failing to timely disclose to Plaintiff and each member of the proposed Florida Employee Class that their PII was reasonably believed to have been acquired by an unauthorized person, Defendant violated Fla. Sta. §§ 501.171, 292.0041, 282.318(2)(i), et seq. Defendant failed to notify Plaintiff and the proposed Florida Employee Class of the 2017 data breach in the most expedient time possible and unreasonably delayed notifying those affected since law enforcement did not determine notification would hinder a criminal investigation. 93. Defendant could have notified Plaintiff and the proposed Florida Employee Class sooner had it implemented and maintained adequate policies and procedures. 94. As a direct and proximate result of Defendant’s violation of Fla. Sta. §§ 501.171, 292.0041, 282.318(2)(i), et seq., Plaintiff and Florida Employee Class members have been injured. Plaintiff and Florida Employee Class members are therefore entitled to damages, injunctive relief, and reasonable attorneys’ fees and costs. Breach of Implied Contract—On Behalf of the Nationwide Employee Class Negligence—On Behalf of All Classes Violation of the Security Breach Notification Law, Fla. Stat. §§ 501.171, 292.0041, 282.318(2)(i), et seq.—by Kimberly Carboni on Behalf of the Florida Employee Class Violation of the Security Breach Notification Law, Mass. Gen. Laws §§ 93H-1, et seq.—by Cary Berger, Christine Willetts, Ruth Phelps, and Irene Sung on Behalf of the Massachusetts Employee Class Violation of the Security Breach Notification Law, N.C. Gen. Stat. §§ 75-61, 75-65, et seq.—by Emmalyne Owens on Behalf of the North Carolina Employee Class Violation of the Security Breach Notification Law, Cal. Civil Code § 1798.82—by Annie Fulton on Behalf of the California Employee Class What is a Phishing Attack?

73. Plaintiffs reallege and incorporate by reference all allegations in all preceding paragraphs.

26. Plaintiff brings this class action on behalf of himself and all others similarly situated, under Rules 23(a) and 23(b)(1)-23(b)(3) of the Federal Rules of Civil Procedure, for Defendant’s violations of the TCPA and FDCPA. 27. Plaintiff seeks to represent a class of thousands of individuals (“the TCPA Class”) defined as follows: All persons in the United States, from four years prior to the filing of the instant Complaint through the date of the filing of the instant Complaint, to whom 9 Defendant used an automatic telephone dialing system to send an identical or substantially similar text message to that received by Plaintiff. 28. Plaintiff seeks to represent a class of thousands of individuals (“the FDCPA Class”) defined as follows: All persons in the United States, from one year prior to the filing of the instant Complaint through the date of the filing of the instant Complaint, to whom Defendant has sent an identical or substantially similar message to that received by Plaintiff and to whom Defendant did not send a notice telling them they could dispute the debt and the steps to dispute the debt. 29. Numerosity: The Classes are so numerous that joinder of all individual members in one action would be impracticable. The disposition of the individual claims of the Classes’ members through this class action will benefit both the parties and this Court. 30. Upon information and belief each of the Classes contains thousands of members at a minimum. 31. Upon information and belief, the Classes’ size and the identities of the individual members thereof are ascertainable through Defendant’s records, including, but not limited to Defendant’s call records. 32. Members of the Classes may be notified of the pendency of this action by techniques and forms commonly used in the class actions, such as by 10 published notice, e-mail notice, website notice, fax notice, first class mail, or combinations thereof, or by other methods suitable to the Classes and deemed necessary and/or appropriate by the Court. 33. Typicality: Plaintiff’s claims are typical of the claims of the members of the Classes. The claims of the Plaintiff and members of the Class are based on the same legal theories and arise from the same unlawful conduct. 34. Upon information and belief, Defendant, using an automatic telephone dialing system within the meaning of the TCPA, made, initiated and/or caused to be initiated at least one text message, identical or substantially similar to the text messages described above that Defendant sent to Plaintiff, to each member of the TCPA Class, without obtaining the Plaintiff’s and each member of the Classes’ prior express consent. 35. Upon informaiton and belief, Defendant, made, initiated and/or caused to be initiated at least one text message, identical or substantially similar to the text messages described above that Defendant sent to Plaintiff, to each member of the FDCPA Class and Defendant did not send Plaintiff or any member of the FDCPA class a notice telling them they could dispute the debt and the steps to dispute the debt. 11 36. Common Questions of Fact and Law: There is a well-defined community of common questions of fact and law affecting the Plaintiff and members of the Classes. 37. The questions of fact and law common to Plaintiff and the TCPA Class predominate over questions which may affect individual members and include the following: a. Whether Defendant’s conduct of using an automatic telephone dialing system within the meaning of the TCPA, to make, initiate or cause to be initiated at least one text message to Plaintiff and each member of the TCPA Class, without obtaining their prior express consent, violated the TCPA? b. Whether Plaintiff and the members of the TCPA Class are entitled to statutory damages from Defendant under the TCPA? c. Whether Defendant’s violations of the TCPA were willful or knowing? d. Whether Plaintiff and the members of the TCPA Class are entitled to up to triple statutory damages under the TCPA from Defendant for Defendant’s willful and knowing violations of the TCPA? 12 e. Whether Plaintiff and the members of the TCPA Class are entitled to a permanent injunction under the TCPA enjoining Defendant from continuing to engage in its unlawful conduct? 38. The questions of fact and law common to Plaintiff and the FDCPA Class predominate over questions which may affect individual members and include the following: a. Whether Defendant’s conduct of making an initial communication of sending a text message in an attempt to collect a debt without sending the requisite notices under 15 U.S.C. 1692g within five days thereafter violated the FDCPA? b. Whether Plaintiff and the members of the FDCPA Class are entitled to statutory damages from Defendant under the FDCPA? c. Whether Plaintiff and the members of the FDCPA Class are entitled to actual damages from Defendant under the FDCPA? d. Whether Plaintiff and the members of the FDCPA Class are entitled to costs of litigation including a reasonable attorney fee pursuant to 15 U.S.C. §1692k(a)(3)? 39. Adequacy of Representation: Plaintiff is an adequate representative of the Classes because Plaintiff’s interests do not conflict with the interests of the members of the Classes. Plaintiff will fairly, adequately and vigorously represent 13 and protect the interests of the members of the Classes and has no interests antagonistic to the members of the Classes. Plaintiff has retained counsel who are competent and experienced in litigation in the federal courts, class action litigation, and TCPA and FDCPA litigation. 40. Superiority: A class action is superior to other available means for the fair and efficient adjudication of the claims of the Classes. While the aggregate damages that may be awarded to the members of the Classes are likely to be substantial, the damages awarded to individual members of the Classes are relatively small. As a result, the expense and burden of individual litigation makes it economically infeasible and procedurally impracticable for each member of the Classes to individually seek redress for the wrongs done to them. Plaintiff does not know of any other litigation concerning this controversy already commenced against Defendant by any member of the Classes. The likelihood of the individual members of the Classes prosecuting separate claims is remote. Individualized litigation would also present the potential for varying, inconsistent, or contradictory judgments, and would increase the delay and expense to all parties and the court system resulting from multiple trials of the same factual issues. In contrast, the conduct of this matter as a class action presents fewer management difficulties, conserves the resources of the parties and the court system, and would protect the rights of each member of the Classes. Plaintiff knows of no difficulty 14 to be encountered in the management of this action that would preclude its maintenance as a class action. 41. Injunctive Relief: Defendant has acted on grounds generally applicable to Plaintiff and members of the Class, thereby making appropriate final injunctive relief with respect to Plaintiff and the members of the Class. 42. Plaintiff repeats each and every allegation contained in all of the above paragraphs and incorporates such allegations by reference. 43. By Defendant’s above-described conduct, Defendant committed thousands of violations of the TCPA against Plaintiff and the members of the TCPA Class. 44. Accordingly, Plaintiff and the members of the TCPA Class are entitled to statutory damages from Defendant under 47 U.S.C. § 227(b)(3) of greater than $5,000,000 and an injunction against Defendant ordering it to cease its violations of the TCPA. 45. If it is found that Defendant willfully and/or knowingly violated the TCPA, Plaintiff and the members of the TCPA Class request an increase by the Court of the damage award against Defendant, described in the preceding paragraph, to three times the amount available under 47 U.S.C. § 227(b)(3)(B), as 15 authorized by 47 U.S.C. § 227(b)(3) for willful or knowing violations, which amounts to greater than $15,000,000. 46. The unsolicited text messages Defendant sent to Plaintiff and the FDCPA Class were an “initial communications” from Defendant in connection with collection of alleged debts. 47. Defendant failed to send Plaintiff and the FDCPA Class a written notice of their rights within five days after the “initial communication”, as is required by 15 U.S.C. § 1692g(a). 48. Any procedures maintained (i.e., actually employed or implemented) by Defendant to avoid errors under the FDCPA failed to provide the required disclosures. 49. Defendant violated the FDCPA by not advising Plaintiff and the FDCPA Class of their rights pursuant to 15 U.S.C. § 1692g(a) in Defendant’s initial communications or within five days of the initial communications. 50. Accordingly, Defendant committed thousands of violations of 15 U.S.C. § 1692g. 51. Plaintiff and the FDCPA Class seek damages pursuant to 15 U.S.C. §1692k and their costs of litigation including, but not limited to a reasonable attorney fees and costs pursuant to 15 U.S.C. §1692k(a)(3). 16

66. Named Plaintiff seeks to bring this suit to recover overtime compensation and liquidated damages from Defendants under the applicable provisions of the FLSA, 29 U.S.C. §216(b), on their own behalf as well as on behalf of those in the following collective: FLSA Collective: Current and former employees of Defendants who, at any time within three years prior to filing date of this Collective and Class Action Complaint through the date of final disposition (“Collective Period”), worked for the Defendants as non-exempt Workers and were subject to Defendants’ policy and pattern or practice of failing to properly pay premium overtime compensation for all hours worked beyond 40 per week and who elect to opt into this litigation. 67. Defendants are liable under the FLSA for, inter alia, failing to properly compensate the Named Plaintiff and the putative FLSA Collective Members (“Collective Members”). 68. Consistent with Defendants’ policy and pattern or practice, the Named Plaintiff and the Collective Members have not been paid any premium overtime compensation for hours worked beyond 40 in any single work week. 13 69. All of the work that the Named Plaintiff and the Collective Members have performed involved tasks that have been assigned by Defendants, and/or Defendants have been aware of all of the work that they have performed. 70. Defendants have exercised sufficient supervision, direction and control over the Plaintiff and Collective Members by, inter alia, (1) assigning them job duties and responsibilities; and (2) controlling all of the terms and conditions of their employment, including their compensation, as well as policies and practices they were required to follow. 71. As part of their regular business practices, Defendants have intentionally imposed unlawful policies and practices upon the Named Plaintiff and the Collective Members, which include, but are not limited to: a) willfully failing to pay them premium overtime wages for all hours worked in excess of 40 hours per workweek; and b) willfully failing to record all of the time that they have worked for the benefit of the Defendants; and c) willfully directing the preparation and distribution of paystubs omitting the number of hours that each employee worked during the pay period; and d) deducting some time each week from the number of hours actually worked by each employee, and then multiplying that number of hours by the straight time rate. 72. Defendants’ unlawful conduct pled herein constitutes a corporate policy or practice of minimizing labor costs by failing to properly compensate the Named Plaintiff and the Collective Members for the overtime hours they have worked. 14 73. Defendants are aware or should have been aware that Federal law required them to pay the Named Plaintiff and the Collective Members overtime premiums for all hours worked in excess of 40 per workweek. 74. The Named Plaintiffs and the Collective Members perform or performed the same or similar primary duties. 75. Defendants’ unlawful conduct has been systematic, widespread, repeated, and consistent. 76. There are many similarly situated current and former employees who have been denied overtime compensation in violation of the FLSA who would benefit from the issuance of a court-supervised notice of this lawsuit and the opportunity to join it. This notice should be sent to the Collective Members pursuant to 29 U.S.C. § 216(b). 77. Those similarly situated employees are known to Defendants, are readily identifiable, and can be located through Defendants’ records. 78. The Named Plaintiff brings this action as a Class action, pursuant to Rule 23 of the Federal Rules of Civil Procedure, on behalf of themselves and the following defined Classes: 15 “Rule 23 Class”: Workers employed by the Defendants at any time within six years prior to the filing date of this Class action complaint through the date of final disposition (“Class Period”) of this action and who were subject to Defendants’ policy and pattern or practice of (i) manually reducing their hours, thereby denying them overtime premiums for all of the hours they worked in excess of 40 hours per week; and/or (ii) improperly paying them at straight time for overtime hours; and/or (iii) failing to provide proper wage notices and keep proper records as required by the NYLL; and/or (iv) failing to provide annual wage notices as required by the NYLL. 79. Excluded from the Rule 23 Class are Defendants, Defendants' legal representatives, officers, directors, assigns, and successors, or any individuals who have, or who at any time during the class period had, a controlling interest in Defendants, and all persons who shall submit timely and otherwise proper requests for exclusion. 80. The Members of the Rule 23 Class are so numerous that joinder of all Members is impracticable. Upon information and belief, the size of the Rule 23 Class is over 50 individuals. Although the precise number of such employees is unknown, the data necessary to ascertain this with precision is within the exclusive possession and control of the Defendants. 81. Defendants have acted or have refused to act on grounds generally applicable to the Rule 23 Class, thereby making final injunctive relief appropriate or corresponding declaratory relief with respect to the Rule 23 Classes as a whole. 82. Common questions of law and fact exist as to the Rule 23 Class that predominate over any questions only affecting them individually and include, but are not limited to, the following: 16 a. Whether Defendants unlawfully required Members of the proposed class to work off the clock, thereby denying them overtime premiums under the NYLL; b. Whether Defendants unlawfully reduced the number of hours the Members worked in their own payroll system; c. Whether Defendants unlawfully failed to pay appropriate overtime compensation to Members of the proposed class in violation of NYLL; d. Whether Defendants employed Plaintiff and the proposed class within the meaning of New York law; e. Whether Defendants failed to keep true and accurate time and pay records for all hours worked by the Named Plaintiff and the proposed class; f. Whether Defendants failed to furnish the Named Plaintiff and the proposed class with annual wage notices, as required by the NYLL; g. Whether Defendants failed to furnish the Named Plaintiffs and the proposed class Members with proper wage statements with every payment of wages, as required by the NYLL; h. Whether Defendants’ policy of failing to pay the Named Plaintiffs and Class Members was instituted willfully or with reckless disregard of the law; and i. The nature and extent of class-wide injury and the measure of damages for those injuries. 83. The claims of the Named Plaintiff is typical of the claims of the Rule 23 Class he seeks to represent. Named Plaintiff and all of the Rule 23 Class Members work, or have worked, for Defendants as Workers. The Named Plaintiff and the Rule 23 Class Members enjoy the same 17 statutory rights under the NYLL, including the right to be appropriately compensated for all hours worked, to be paid overtime compensation, and to receive legally required wage notices. The Named Plaintiff and the Rule 23 Class Members have all sustained similar types of damages as a result of Defendants' failure to comply with the NYLL. The Named Plaintiff and the Rule 23 Class Members have all been injured in that they have been uncompensated or undercompensated due to Defendants' common policies, practices, and patterns of conduct. 84. The Named Plaintiff will fairly and adequately represent and protect the interests of the Members of the Rule 23 Class; understands that as Class representative, he assumes a fiduciary responsibility to the Class to represent its interests fairly and adequately; recognizes that as Class representative, he must represent and consider the interests of the Class just as he would represent and consider his own interests; understands that in decisions regarding the conduct of the litigation and its possible settlement, he must not favor his own interests over those of the Class; recognizes that any resolution of a Class action must be in the best interests of the Class; and understands that in order to provide adequate representation, he must be informed of developments in litigation, cooperate with Class counsel, and testify at depositions and/or trial. The Named Plaintiff has retained counsel competent and experienced in complex Class actions and employment litigation. There is no conflict between the Named Plaintiff and the Rule 23 Class Members. 85. A Class action is superior to other available methods for the fair and efficient adjudication of this litigation. The Members of the Rule 23 Class have been damaged and are entitled to recovery as a result of Defendants' violations of the NYLL, as well as their common 18 and uniform policies, practices, and procedures. Although the relative damages suffered by individual Rule 23 Class Members are not de minimis, such damages are small compared to the expense and burden that this litigation will require. The individual Plaintiff lacks the financial resources to conduct a thorough examination of Defendants' timekeeping and compensation practices and to vigorously prosecute a lawsuit against Defendants to recover such damages. In addition, class litigation is superior because it will obviate the need for unduly duplicative litigation that might result in inconsistent judgments with respect to Defendants' practices. 86. This action is properly maintainable as a class action under Federal Rule of Civil Procedure 23(b)(3). 87. Consistent with their policies and patterns or practices as described herein, Defendants harmed the Named Plaintiff, individually, as follows: Rigoberto Quiridumbay 88. Defendants did not pay Quiridumbay the proper overtime compensation for all of the time that he was suffered or permitted to work each workweek. 89. Plaintiff Quiridumbay began working for the Defendants on or about January 10, 2014 until September 11, 2016. 19 90. From the beginning of his employment until April 30, 2014, Mr. Quiridumbay worked Sunday through Friday, inclusive from 8:00AM until 6:00PM. 91. From on or about May 1, 2014 until February 29, 2016, Mr. Quiridumbay worked Sunday through Friday, inclusive, from 3:30 AM until 1:30 PM. 92. From on or about March 1, 2016 until his termination, Mr. Quiridumbay worked Sunday through Friday, inclusive, from 8:00 AM until 4:00 PM. 93. Throughout his employment with the Defendants, Mr. Quiridumbay was paid on a salary basis. 94. From the beginning of his employment with Defendants until on or about August 31, 2014, Mr. Quiridumbay was paid $510.00 per work week. 95. From on or about September 1, 2014, until on or about February 29, 2016, Plaintiff Quiridumbay was paid $625.00 per work week. 96. From on or about March 1, 2016, until his termination, Plaintiff Quiridumbay was paid $675.00 per work week. 97. Throughout the duration of his employment Quiridumbay received paystubs from Defendants which did not show any of the hours he worked. 20 98. Upon information and belief, Defendants failed to keep accurate records of wages earned or of the hours worked by Quiridumbay. 99. Defendants failed to furnish Quiridumbay with proper annual wage notices, as required by the NYLL. 100. Defendants failed to furnish Quiridumbay with proper wage statements with every payment of wages, as required by the NYLL. FEDERAL FAIR LABOR STANDARDS ACT AGAINST THE DEFENDANTS, AND EACH OF THEM (FAILURE TO PAY OVERTIME) 101. The Named Plaintiff hereby incorporates all preceding paragraphs of this complaint with the same force and effect as if fully set forth at length. 102. The overtime wage provisions set forth in the FLSA, 29 U.S.C. §§ 201 et seq., and the supporting federal regulations, apply to Defendants and protect the Named Plaintiff and the Members of the FLSA Collective. 103. Defendants have failed to pay the Named Plaintiff and the Members of the FLSA Collective overtime wages to which they have been entitled under the FLSA - at a rate of 1.5 times their regular rate of pay - for all hours worked in excess of 40 per workweek. 21 104. Defendants' unlawful conduct, as described in this Collective and Class Action Complaint, has been willful and intentional. Defendants were aware or should have been aware that the practices described in this Collective and Class Action Complaint were unlawful. Defendants have not made a good faith effort to comply with the FLSA with respect to the compensation of the Named Plaintiff and the Members of the FLSA Collective. 105. Because Defendants' violations of the FLSA have been willful, a three-year statute of limitations applies, pursuant to 29 U.S.C. § 255. 106. As a result of Defendants' violations of the FLSA, Named Plaintiff and the Members of the FLSA Collective have been deprived of overtime compensation in amounts to be determined at trial, and are entitled to recovery of such amounts, liquidated damages, prejudgment interest, attorneys' fees, costs, and other compensation pursuant to 29 U.S.C. § 216(b). NEW YORK STATE LABOR LAW AGAINST THE DEFENDANTS, AND EACH OF THEM (FAILURE TO PAY OVERTIME) 107. The Named Plaintiff hereby incorporates all preceding paragraphs of this complaint with the same force and effect as if fully set forth at length. 108. At all times herein pertinent, Named Plaintiff and Members of the Rule 23 Class were employees of Defendants within the meaning of the New York Labor Law. 22 109. Defendants are joint employers of the Named Plaintiff and Members of the Rule 23 Class within the meaning of the New York Labor Law. 110. The overtime wage provisions of Article 19 of the New York Labor Law and its supporting regulations apply to Defendants. 111. Defendants have failed to pay the Named Plaintiff and the Rule 23 Class Members the overtime wages to which they were entitled under the New York Labor Law. 112. By Defendants’ failure to pay the Named Plaintiff and the Rule 23 Class Members’ premium overtime wages for hours worked in excess of 40 hours per week, they have willfully violated the New York Labor Law Article 19, §§ 650 et seq., and the supporting New York State Department of Labor Regulations. 113. Due to Defendants’ violations of the New York Labor Law, Plaintiff and the Rule 23 Class Members are entitled to recover from Defendants their unpaid overtime wages, liquidated damages, reasonable attorneys’ fees and costs of the action, and pre-judgment and post-judgment interest. 23 NEW YORK STATE LABOR LAW AGAINST THE DEFENDANTS, AND EACH OF THEM (FAILURE TO PROVIDE PROPER WAGE STATEMENTS) 118. The Named Plaintiff hereby incorporates all preceding paragraphs of this complaint with the same force and effect as if fully set forth at length. 119. Defendants have willfully failed to furnish Named Plaintiff and the Rule 23 Class members with statements with every payment of wages as required by NYLL, Article 6, § 195(3), listing: the dates of work covered by that payment of wages; name of employee; name of employer; address and phone number of employer; rate or rates of pay and basis thereof, whether paid by the hour, shift, day, week, salary, piece, commission, or other; gross wages; deductions; allowances, if any, claimed as part of the minimum wage; net wages; the regular hourly rate or rates of pay; the overtime rate or rates of pay; and the number of regular and overtime hours worked. 25 120. Through their knowing or intentional failure to provide Plaintiff and the Rule 23 Class members with the wage statements required by the NYLL, Defendants have willfully violated NYLL, Article 6, §§ 190 et seq., and the supporting New York State Department of Labor Regulations. 121. Due to Defendants' willful violations of NYLL, Article 6, § 195(3), Named Plaintiff and the Rule 23 Class Members are entitled to statutory penalties of two hundred fifty dollars for each work day that Defendants failed to provide Plaintiffs with proper wage statements, or a total of five thousand dollars each, reasonable attorneys' fees, costs, and injunctive and declaratory relief, as provided for by NYLL, Article 6, § 198(1-d). NEW YORK STATE LABOR LAW AGAINST THE DEFENDANTS, AND EACH OF THEM (FAILURE TO PROVIDE PROPER ANNUAL WAGE NOTICES) 114. The Named Plaintiff hereby incorporates all preceding paragraphs of this complaint with the same force and effect as if fully set forth at length. 115. Upon information and belief, Defendants have willfully failed to furnish the Named Plaintiff and the Rule 23 Class Members with annual wage notices as required by NYLL, Article 6, § 195(1), in English or in the language identified by each employee as their primary language, at the time of hiring, and on or before February first of each subsequent year of the employee's employment with the employer, a notice containing: the rate or rates of pay and basis thereof, whether paid by the hour, shift, day, week, salary, piece, commission, or other; allowances, if any, claimed as part of the minimum wage, including tip, meal, or lodging allowances; the regular pay day designated by the employer in accordance with NYLL, Article 6, § 191; the name of the employer; any "doing business as" names used by the employer; the physical address of the employer's main office or principal place of business, and a mailing address if different; the telephone number of the employer; plus such other information as the commissioner deems material and necessary. 116. Through their knowing or intentional failure to provide Named Plaintiffs and the Rule 23 Class Members with the annual wage notices required by the NYLL, Defendants have 24 willfully violated NYLL, Article 6, §§ 190 et seq., and the supporting New York State Department of Labor Regulations. 117. Due to Defendants' willful violations of NYLL, Article 6, § 195(1), Named Plaintiff and the Rule 23 Class Members are entitled to statutory penalties of fifty dollars for each work day that Defendants failed to provide Plaintiffs with proper annual wage notices, or a total of five thousand dollars each, reasonable attorneys' fees, costs, and injunctive and declaratory relief, as provided for by NYLL, Article 6, § 198(1-b).

CitetheU.S. Civil StatuteundeTv/hich\ousa'efilwg(DoiiotciteJurisdictionalst<i{utesuttless<iiversity}: 28 U.S:C. §1332(d)(2)(A) Briefdescription ofcause: Breach of contract, unjust enrichment, class action

(On behalf of Plaintiff and the Class) 78. Plaintiff incorporates by reference the foregoing allegations as if fully set forth herein. 79. Defendants and their agents made unsolicited text message calls to cellular telephone numbers belonging to Plaintiff and the other members of the Class en masse without their prior express consent. 80. Defendants made the text message calls, or had them made on their behalf, using equipment that had the capacity to store or produce telephone numbers to be called using a random or sequential number generator, and to dial such numbers. 81. Defendants and their agents utilized equipment that made, or had made on their behalf, the text message calls to Plaintiff and other members of the Class simultaneously and without human intervention. 83. Should the Court determine that Defendants’ conduct was willful and knowing, the Court may, pursuant to section 227(b)(3)(C), treble the amount of statutory damages recoverable by Plaintiff and the other members of the Class.

(Declaratory Relief Pursuant To 28 U.S.C §2201) 23. On August 21, 2015 Plaintiff Cowen’s minor son, Jarrett Cowen sustained an injury which required medical attention. He was transported by ambulance to the emergency room at Lake Regional Hospital, Osage Beach, Missouri. The medical personal at Lake Regional recommended that he be transported by helicopter to the University of Missouri Hospital in Columbia Missouri, approximately 60 miles away. On August 21, 2015, Defendants transported Plaintiff Cowen’s son to University of Missouri Hospital in Columbia Missouri. 24. No express oral or written contract was agreed to between Plaintiff Cowen and Defendants regarding the price Defendants would charge for the transportation of Jarrett Cowen, and Defendants did not state the price Defendants charged for their services. Nor did Plaintiff Cowen agree to any price or other consideration to be paid by the Plaintiff to the Defendants for transportation. 25. Defendants transported Jarret Cowen and minor, without any agreement regarding the prices Defendants would charge for that transportation. 26. Following the transport, Defendants billed Plaintiff Cowen a total of $47,128.30 and itemized this charge as $28,038.70 as the Helicopter Rotor Base charge, along with an additional $19,089.60 for 60 miles of transport. See Exhibit A, September 4, 2015 Invoice. 28. Plaintiff Cowen’s medical insurance provider paid Defendants $4,955.17. See Exhibit B, October 27, 2015. 29. On June 15, 2016 Defendants billed Plaintiff Cowen $42,172.53, the charged amount and demanded payment. See Exhibit C, June 15, 2016. 30. On July 29, 2016 Defendants informed Plaintiff Cowen that they would initiate collection efforts stating: “Without you[r] participation to resolve your account, it will be sent to a professional Collection Agency. Keep in mind that the agency may report this account to national credit bureau’s as a BAD DEBT and add all legally allowed interest and fees.” See Exhibit D, July 29, 2016. 31. On January 24, 2017, Defendants placed the “debt” with “MediCredit Inc.” a collection agency for collections and charged Plaintiff Cowen an additional $5,938.82 in “interest”, for a total of $48,111.35. See Exhibit E, January 24, 2017. 32. Plaintiff Keith Kranhold is the executor of the Estate of Kenneth Kranhold. 33. On November 14, 2015 Plaintiff’s decedent Kenneth Kranhold sustained an injury requiring medical attention. As a result of the injury Kenneth Kranhold was unconscious and remained so until his death on November 18, 2015. 34. On November 14, 2015 Kenneth Kranhold was admitted to Yavapai Hospital, Prescott, Arizona from which he was transported by Defendants to Banner Thunderbird Medical Center, Glendale, Arizona, approximately 68 miles. 36. Defendants transported Kenneth Kranhold, deceased, without any agreement regarding the price Defendants would charge for that transportation. 37. Following the transport, Defendants billed decedent Plaintiff Kranhold a total of $54,999.00 and itemized this charge as $25,258.61 as the Helicopter Rotor Base charge, along with an additional $29,740.39 for 68 miles of transport. See Exhibit F, December 24, 2015 Invoice. 38. The Defendants’ invoice was submitted to Plaintiff Kranhold’s decedent’s health insurance provider Compass Rose Health Plan and claims and administered by United Healthcare (UMR) (collectively “Kranhold Medical Insurance Provider”). 39. Kranhold’s Medical Insurance Provider paid Defendants $12,612.25. See Exhibit G, March 30, 2016. 40. On September 13, 2016 Defendants billed the Estate of Kenneth Kranhold $42,386.75. See Exhibit H, September 13, 2016. 41. Defendants have threatened the initiation of collection efforts if they are is not paid $42,386.75. 42. Neither Plaintiff Kranhold, nor Plaintiff Kranhold’s decedent ever agreed to pay the prices charged by the Defendants for the transportation services provided. 44. Plaintiffs reserve the right to redefine the Proposed Class prior to class certification. 45. The members of the Proposed Class are so numerous that joinder of all members is impracticable. 46. The exact number of Class members is unknown as such information is in the exclusive control of Defendants. However, due to the nature of the trade and commerce involved, Plaintiffs believe the Proposed Class consists of thousands of Class Members. 48. The claims and defenses of the named Plaintiffs are typical of the claims and defenses of the Proposed Class. Plaintiffs and all members of the C lass have been charged by the Defendants prices for transportation mileage and helicopter rotor base that they did not agree to prior to transportation of patients. 50. A class action provides a fair and efficient method for the adjudication of this controversy for the following reasons: a. The common questions of law and fact set forth herein predominate over any questions affecting only individual class members; b. The Class is so numerous as to make joinder impracticable but not so numerous as to create manageability problems; c. There are no unusual legal or factual issues which would create manageability problems; d. Prosecution of separate actions by individual members of the Class would create a risk of inconsistent and varying adjudications against Defendants when confronted with incompatible standards of conduct; and e. Adjudications with respect to individual members of the Class could, as a practical matter, be dispositive of any interest of other members not parties to such adjudications, or substantially impair their ability to protect their interests. 51. Plaintiffs and the Proposed Class incorporate the preceding and succeeding paragraphs as though set forth herein at length. 53. In all instances, Defendants seek assistance form the Plaintiffs and the Proposed Class to obtain third party payment for the charged amounts. 54. In the event there is no third party payment or that payment is less than the charged amounts Defendants demand payment (“balance bill”) and initiate detrimental collection efforts against Plaintiffs and the Proposed Class. 55. In the event Plaintiffs and the Proposed Class do not pay Defendants the charged amounts, Defendants threaten collection, report the unpaid charged amount as Bad Debt to credit reporting agencies, accrue interest and fees, and ultimately suit in state court for the amounts charged, or for the purpose of coercing Plaintiffs and the Proposed Class in compromise payments that they do not owe, and Defendants cannot legally collect. 56. Plaintiffs seek injunctive and declaratory relief for the purposes of determining questions of actual controversy between the Plaintiffs, the Proposed Class and Defendants. 57. Defendants have acted in a uniform manner in failing to enter into a contract with respect to the price it would charge for transportation services before rendering their services, balance bill the Plaintiffs and the Class, in the event the charged amounts are not paid, and engage in collection efforts. 59. Defendants have demanded payment of the charged amounts from the Plaintiffs and the Proposed Class, and have threatened or initiated collection efforts against the Plaintiffs and the Proposed Class. 60. There is an actual dispute and controversy between Plaintiffs and the Proposed Class, and Defendants as to whether Defendants can demand payment for services concerning which no price was agreed, can engage in collection efforts where no legally enforceable contract exists, can impose interest and costs of collection on Plaintiffs and the Class, and whether any attempt by Defendants to collect the amounts charged under the circumstances is prohibited by the preemption provisions of the Airline Deregulation Act, 49 USC §41713. 61. Plaintiffs and the Class have no adequate remedy at law. 63. Plaintiffs and the Proposed Class further seek a prospective order from the Court requiring Defendants to: (1) cease charging for the transporting of patients without an express agree as to the rates for mileage and helicopter rotor base; and (2) to cease Defendants’ attempts to collect outstanding bills for which no express agreement as to price exists from Plaintiff and the Members of the Proposed Class. 64. Plaintiffs and the Proposed Class seek the disgorgement by Defendants of all sums collected by the Defendants from third party payers, and the Proposed Class who have paid any amounts charged by the Defendants and other relief as set forth in the prayer below. 65. Defendants collection efforts, damage the credit of Plaintiffs and the Class, cause they to incur legal fees and litigation expenses, expose Plaintiffs and the Class to claims for interest on unpaid Defendants’ charges and vexing and harassing collection efforts. As a result of Defendants’ practices as described above, Plaintiffs and the Proposed Class have suffered, and will continue to suffer, irreparable harm and injury.

20. Defendant is a homeopathic products company, and owns and operates the website, www.hylands.com (its “Website”), offering features which should allow all consumers to access the goods and services and which Defendant ensures the delivery of such goods throughout the United States, including New York State. 21. Defendant operates and distributes its products throughout the United States, including New York. 22. Defendant offers the commercial website, www.hylands.com, to the public. The website offers features which should allow all consumers to access the goods and services whereby Defendant allows for the delivery of those ordered goods to consumers throughout the United States, including New York State. The goods and services offered by Defendant include, but are not limited to the following: the ability to browse homeopathic products for purchase and delivery, view recipes, obtain defendant’s contact information, and related goods and services available online. 24. Plaintiff is a visually-impaired and legally blind person, who cannot use a computer without the assistance of screen-reading software. Plaintiff is, however, a proficient JAWS screen-reader user and uses it to access the Internet. Plaintiff has visited the Website on separate occasions using the JAWS screen-reader. 25. During Plaintiff’s visits to the Website, the last occurring in November 2020, Plaintiff encountered multiple access barriers that denied Plaintiff full and equal access to the facilities, goods and services offered to the public and made available to the public; and that denied Plaintiff the full enjoyment of the facilities, goods and services of the Website. 26. While attempting to navigate the Website, Plaintiff encountered multiple accessibility barriers for blind or visually-impaired people that include, but are not limited to, the following: 28. Empty Links That Contain No Text causing the function or purpose of the link to not be presented to the user. This can introduce confusion for keyboard and screen- reader users; 29. Redundant Links where adjacent links go to the same URL address which results in additional navigation and repetition for keyboard and screen-reader users; and 30. Linked Images Missing Alt-text, which causes problems if an image within a link contains no text and that image does not provide alt-text. A screen reader then has no content to present the user as to the function of the link, including information contained in PDFs. 32. Due to the inaccessibility of Defendant’s Website, blind and visually-impaired customers such as Plaintiff, who need screen-readers, cannot fully and equally use or enjoy the facilities, products, and services Defendant offers to the public on its Website. The access barriers Plaintiff encountered have caused a denial of Plaintiff’s full and equal access in the past, and now deter Plaintiff on a regular basis from visiting the Website, presently and in the future. 34. If the Website was equally accessible to all, Plaintiff could independently navigate the Website and complete a desired transaction as sighted individuals do. 35. Through his attempts to use the Website, Plaintiff has actual knowledge of the access barriers that make these services inaccessible and independently unusable by blind and visually-impaired people. 36. Because simple compliance with the WCAG 2.1 Guidelines would provide Plaintiff and other visually-impaired consumers with equal access to the Website, Plaintiff alleges that Defendant has engaged in acts of intentional discrimination, including but not limited to the following policies or practices: a. Constructing and maintaining a website that is inaccessible to visually-impaired individuals, including Plaintiff; b. Failure to construct and maintain a website that is sufficiently intuitive so as to be equally accessible to visually-impaired individuals, including Plaintiff; and, c. Failing to take actions to correct these access barriers in the face of substantial harm and discrimination to blind and visually-impaired consumers, such as Plaintiff, as a member of a protected class. 37. Defendant therefore uses standards, criteria or methods of administration that have the effect of discriminating or perpetuating the discrimination of others, as alleged herein. 39. Because Defendant’s Website have never been equally accessible, and because Defendant lacks a corporate policy that is reasonably calculated to cause its Website to become and remain accessible, Plaintiff invokes 42 U.S.C. § 12188(a)(2) and seeks a permanent injunction requiring Defendant to retain a qualified consultant acceptable to Plaintiff (“Agreed Upon Consultant”) to assist Defendant to comply with WCAG 2.1 guidelines for Defendant’s Website. Plaintiff seeks that this permanent injunction requires Defendant to cooperate with the Agreed Upon Consultant to: a. Train Defendant’s employees and agents who develop the Website on accessibility compliance under the WCAG 2.1 guidelines; b. Regularly check the accessibility of the Website under the WCAG 40. If the Website was accessible, Plaintiff and similarly situated blind and visually- impaired people could independently view service items, shop for and otherwise research related goods and services available via the Website. 41. Although Defendant may currently have centralized policies regarding maintaining and operating its Website, Defendant lacks a plan and policy reasonably calculated to make them fully and equally accessible to, and independently usable by, blind and other visually-impaired consumers. 42. Defendant has, upon information and belief, invested substantial sums in developing and maintaining their Website and has generated significant revenue from the Website. These amounts are far greater than the associated cost of making their Website equally accessible to visually impaired customers. 43. Without injunctive relief, Plaintiff and other visually-impaired consumers will continue to be unable to independently use the Website, violating their rights. 44. Plaintiff, on behalf of himself and all others similarly situated, seeks to certify a nationwide class under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the United States who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services, during the relevant statutory period. 46. Plaintiff, on behalf of himself and all others similarly situated, seeks certify a New York City subclass under Fed. R. Civ. P. 23(a) and 23(b)(2): all legally blind individuals in the City of New York who have attempted to access Defendant’s Website and as a result have been denied access to the equal enjoyment of goods and services offered, during the relevant statutory period. 47. Common questions of law and fact exist amongst Class, including: a. Whether Defendant’s Website is a “public accommodation” under the ADA; b. Whether Defendant’s Website is a “place or provider of public accommodation” under the NYSHRL or NYCHRL; c. Whether Defendant’s Website denies the full and equal enjoyment of its products, services, facilities, privileges, advantages, or accommodations to people with visual disabilities, violating the ADA; and d. Whether Defendant’s Website denies the full and equal enjoyment of its products, services, facilities, privileges, advantages, or accommodations to people with visual disabilities, violating the NYSHRL or NYCHRL. 48. Plaintiff’s claims are typical of the Class. The Class, similarly to the Plaintiff, are severely visually impaired or otherwise blind, and claim that Defendant has violated the ADA, NYSYRHL or NYCHRL by failing to update or remove access barriers on its Website so either can be independently accessible to the Class. 50. Alternatively, class certification is appropriate under Fed. R. Civ. P. 23(b)(3) because fact and legal questions common to Class Members predominate over questions affecting only individual Class Members, and because a class action is superior to other available methods for the fair and efficient adjudication of this litigation. 51. Judicial economy will be served by maintaining this lawsuit as a class action in that it is likely to avoid the burden that would be otherwise placed upon the judicial system by the filing of numerous similar suits by people with visual disabilities throughout the United States. 52. Plaintiff, on behalf of himself and the Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 53. Section 302(a) of Title III of the ADA, 42 U.S.C. § 12101 et seq., provides: No individual shall be discriminated against on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, or accommodations of any place of public accommodation by any person who owns, leases (or leases to), or operates a place of public accommodation. 42 U.S.C. § 12182(a). 55. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities the opportunity to participate in or benefit from the products, services, facilities, privileges, advantages, or accommodations of an entity. 42 U.S.C. § 12182(b)(1)(A)(i). 56. Under Section 302(b)(1) of Title III of the ADA, it is unlawful discrimination to deny individuals with disabilities an opportunity to participate in or benefit from the products, services, facilities, privileges, advantages, or accommodation, which is equal to the opportunities afforded to other individuals. 42 U.S.C. § 12182(b)(1)(A)(ii). 57. Under Section 302(b)(2) of Title III of the ADA, unlawful discrimination also includes, among other things: [A] failure to make reasonable modifications in policies, practices, or procedures, when such modifications are necessary to afford such goods, services, facilities, privileges, advantages, or accommodations to individuals with disabilities, unless the entity can demonstrate that making such modifications would fundamentally alter the nature of such goods, services, facilities, privileges, advantages or accommodations; and a failure to take such steps as may be necessary to ensure that no individual with a disability is excluded, denied services, segregated or otherwise treated differently than other individuals because of the absence of auxiliary aids and services, unless the entity can demonstrate that taking such steps would fundamentally alter the nature of the good, service, facility, privilege, advantage, or accommodation being offered or would result in an undue burden. 42 U.S.C. § 12182(b)(2)(A)(ii)-(iii). 59. Under 42 U.S.C. § 12188 and the remedies, procedures, and rights set forth and incorporated therein, Plaintiff, requests relief as set forth below. 60. Plaintiff, on behalf of himself and the New York State Sub-Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 61. N.Y. Exec. Law § 296(2)(a) provides that it is “an unlawful discriminatory practice for any person, being the owner, lessee, proprietor, manager, superintendent, agent or employee of any place of public accommodation . . . because of the . . . disability of any person, directly or indirectly, to refuse, withhold from or deny to such person any of the accommodations, advantages, facilities or privileges thereof.” 62. Defendant’s Website and its’ sale of goods to the general public, constitute sales establishments and public accommodations within the definition of N.Y. Exec. Law § 292(9). Defendant’s Website is a service, privilege or advantage of Defendant. 63. Defendant is subject to New York Human Rights Law because it owns and operates its Website. Defendant is a person within the meaning of N.Y. Exec. Law § 292(1). 65. Under N.Y. Exec. Law § 296(2)(c)(i), unlawful discriminatory practice includes, among other things, “a refusal to make reasonable modifications in policies, practices, or procedures, when such modifications are necessary to afford facilities, privileges, advantages or accommodations to individuals with disabilities, unless such person can demonstrate that making such modifications would fundamentally alter the nature of such facilities, privileges, advantages or accommodations being offered or would result in an undue burden". 66. Under N.Y. Exec. Law § 296(2)(c)(ii), unlawful discriminatory practice also includes, “a refusal to take such steps as may be necessary to ensure that no individual with a disability is excluded or denied services because of the absence of auxiliary aids and services, unless such person can demonstrate that taking such steps would fundamentally alter the nature of the facility, privilege, advantage or accommodation being offered or would result in an undue burden.” 67. Readily available, well-established guidelines exist on the Internet for making websites accessible to the blind and visually impaired. These guidelines have been followed by other large business entities and government agencies in making their website accessible, including but not limited to: adding alt-text to graphics and ensuring that all functions can be performed using a keyboard. Incorporating the basic components to make its Website accessible would neither fundamentally alter the nature of Defendant’s business nor result in an undue burden to Defendant. 69. Defendant has failed to take any prompt and equitable steps to remedy their discriminatory conduct. These violations are ongoing. 70. Defendant discriminates, and will continue in the future to discriminate against Plaintiff and New York State Sub-Class Members on the basis of disability in the full and equal enjoyment of the products, services, facilities, privileges, advantages, accommodations and/or opportunities of Defendant’s Website under § 296(2) et seq. and/or its implementing regulations. Unless the Court enjoins Defendant from continuing to engage in these unlawful practices, Plaintiff and the Sub-Class Members will continue to suffer irreparable harm. 71. Defendant’s actions were and are in violation of New York State Human Rights Law and therefore Plaintiff invokes his right to injunctive relief to remedy the discrimination. 72. Plaintiff is also entitled to compensatory damages, as well as civil penalties and fines under N.Y. Exec. Law § 297(4)(c) et seq. for each and every offense. 73. Plaintiff is also entitled to reasonable attorneys’ fees and costs. 75. Plaintiff, on behalf of himself and the New York State Sub-Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 76. Plaintiff served notice thereof upon the attorney general as required by N.Y. Civil Rights Law § 41. 77. N.Y. Civil Rights Law § 40 provides that “all persons within the jurisdiction of this state shall be entitled to the full and equal accommodations, advantages, facilities and privileges of any places of public accommodations, resort or amusement, subject only to the conditions and limitations established by law and applicable alike to all persons. No persons, being the owner, lessee, proprietor, manager, superintendent, agent, or employee of any such place shall directly or indirectly refuse, withhold from, or deny to any person any of the accommodations, advantages, facilities and privileges thereof . . .” 78. N.Y. Civil Rights Law § 40-c(2) provides that “no person because of . . . disability, as such term is defined in section two hundred ninety-two of executive law, be subjected to any discrimination in his or her civil rights, or to any harassment, as defined in section 240.25 of the penal law, in the exercise thereof, by any other person or by any firm, corporation or institution, or by the state or any agency or subdivision.” 80. Defendant is subject to New York Civil Rights Law because it owns and operates their Website, and Defendant is a person within the meaning of N.Y. Civil Law § 40-c(2). 81. Defendant is violating N.Y. Civil Rights Law § 40-c(2) in refusing to update or remove access barriers to its Website, causing its Website and the goods and services integrated with such Website to be completely inaccessible to the blind. This inaccessibility denies blind patrons full and equal access to the facilities, goods and services that Defendant makes available to the non-disabled public. 82. N.Y. Civil Rights Law § 41 states that “any corporation which shall violate any of the provisions of sections forty, forty-a, forty-b or forty-two . . . shall for each and every violation thereof be liable to a penalty of not less than one hundred dollars nor more than five hundred dollars, to be recovered by the person aggrieved thereby . . .” 83. Under NY Civil Rights Law § 40-d, “any person who shall violate any of the provisions of the foregoing section, or subdivision three of section 240.30 or section 240.31 of the penal law, or who shall aid or incite the violation of any of said provisions shall for each and every violation thereof be liable to a penalty of not less than one hundred dollars nor more than five hundred dollars, to be recovered by the person aggrieved thereby in any court of competent jurisdiction in the county in which the defendant shall reside ...” 84. Defendant has failed to take any prompt and equitable steps to remedy its discriminatory conduct. These violations are ongoing. 86. Plaintiff is entitled to compensatory damages of five hundred dollars per instance, as well as civil penalties and fines under N.Y. Civil Law § 40 et seq. for each and every offense. 87. Plaintiff, on behalf of himself and the New York City Sub-Class Members, repeats and realleges every allegation of the preceding paragraphs as if fully set forth herein. 88. N.Y.C. Administrative Code § 8-107(4)(a) provides that “It shall be an unlawful discriminatory practice for any person, being the owner, lessee, proprietor, manager, superintendent, agent or employee of any place or provider of public accommodation, because of . . . disability . . . directly or indirectly, to refuse, withhold from or deny to such person, any of the accommodations, advantages, facilities or privileges thereof.” 89. Defendant’s Website is a sales establishment and public accommodations within the definition of N.Y.C. Admin. Code § 8-102(9). 90. Defendant is subject to NYCHRL because it owns and operates its Website, making it a person within the meaning of N.Y.C. Admin. Code § 8-102(1). 92. Defendant is required to “make reasonable accommodation to the needs of persons with disabilities . . . any person prohibited by the provisions of [§ 8-107 et seq.] from discriminating on the basis of disability shall make reasonable accommodation to enable a person with a disability to . . . enjoy the right or rights in question provided that the disability is known or should have been known by the covered entity.” N.Y.C. Admin. Code § 8-107(15)(a). 93. Defendant’s actions constitute willful intentional discrimination against the Sub- Class on the basis of a disability in violation of the N.Y.C. Administrative Code § 8-107(4)(a) and § 8-107(15)(a) in that Defendant has: a. constructed and maintained a website that is inaccessible to blind class members with knowledge of the discrimination; and/or b. constructed and maintained a website that is sufficiently intuitive and/or obvious that is inaccessible to blind class members; and/or c. failed to take actions to correct these access barriers in the face of substantial harm and discrimination to blind class members. 94. Defendant has failed to take any prompt and equitable steps to remedy their discriminatory conduct. These violations are ongoing. 96. Defendant’s actions were and are in violation of the NYCHRL and therefore Plaintiff invokes his right to injunctive relief to remedy the discrimination. 97. Plaintiff is also entitled to compensatory damages, as well as civil penalties and fines under N.Y.C. Administrative Code § 8-120(8) and § 8-126(a) for each offense as well as punitive damages pursuant to § 8-502. 98. Plaintiff is also entitled to reasonable attorneys’ fees and costs. 99. Under N.Y.C. Administrative Code § 8-120 and § 8-126 and the remedies, procedures, and rights set forth and incorporated therein Plaintiff prays for judgment as set forth below. Defendant’s Barriers on Its Website VIOLATIONS OF THE ADA, 42 U.S.C. § 12181 et seq. VIOLATIONS OF THE NYSHRL VIOLATIONS OF THE NYCHRL VIOLATION OF THE NEW YORK STATE CIVIL RIGHTS LAW

(Breach of the Duty of Good Faith and Fair Dealing) (Declaratory Judgment) (Violation of the California Consumers Legal Remedies Act) 12. The Google Play Store (“Google Play”) is one of the largest retailers of digital content in the world. Google Play sells all varieties of digital content (e.g., music, movies, TV shows, audio books, and Apps) that can be downloaded on any device with the Android operating system. 13. Google sells Apps through Google Play which may be accessed directly from certain devices (such as, e.g., Samsung Galaxy phones or Samsung tablets). 14. Google offers Apps in many genres, including travel, business, education, Case No. 3 30. Ilana Imber-Gluck, on behalf of herself and all other similarly situated California residents, pursuant to Rule 23(a), (b)(2), and (b)(3) of the Federal Rules of Civil Procedure, seeks certification of the following Class: All persons in the United States who paid for an unauthorized purchase of Game Currency made by their minor children (the “Class”). Excluded from the Class are Defendants, their parents, subsidiaries, affiliates, officers and directors, and the Judge to whom this case is assigned, any immediate family members thereof. 31. The Class is numerous and geographically dispersed such that joinder of all Class members is impracticable. The proposed Class contains many thousands of members. Plaintiff believes there are thousands of members of the Class whose names and addresses are in Google’s records. 32. Common questions of law and fact exist as to all members of the Class and predominate over questions affecting only individual Class members. The common legal and factual questions include, but are not limited to, the following: (a) Whether Google sold Game Currency; Case No. 10 41. Plaintiff repeats and re-alleges herein the foregoing allegations. 4 See Google’s Terms of Service: https://www.google.com/intl/en/policies/terms/; incorporated into Google Play terms of service: https://play.google.com/intl/en- US_us/about/play-terms.html. Case No. 13 51. Plaintiff repeats and re-alleges herein the foregoing allegations. 52. At all times relevant hereto, there was in full force and effect the California Case No. 14 62. Plaintiff repeats and re-alleges herein the foregoing allegations. 63. Plaintiff brings this cause of action on behalf of herself and the Class members and in her capacity as a private attorney general against Google for its unlawful, unfair, fraudulent, and/or deceptive business acts and practices pursuant to California’s Unfair Competition Law (“UCL”), Business & Professions Code § 17200, et seq., which prohibits unlawful, unfair and/or fraudulent business acts and/or practices. 64. Plaintiff asserts these claims as a representative of an aggrieved group and as a private attorney general on behalf of the general public and other persons who have expended funds that Google should be required to reimburse under UCL § 17200, et seq. 65. This claim is predicated on the duty to refrain from unlawful, unfair, and deceptive business practices. Plaintiff and the Class members hereby seek to enforce a general proscription of unfair business practices and the requirement to refrain from deceptive conduct. 66. The UCL § 17200, et seq. prohibits acts of “unfair competition.” As used in this section, “unfair competition” encompasses three distinct types of misconduct: (a) Case No. 16 75. Plaintiff repeats and re-alleges herein the foregoing allegations. 76. Plaintiff and the Class have conferred benefits on Google by paying for the Game Currency purchased by their minor children without their knowledge or permission. Case No. 17 82. Plaintiff repeats and re-alleges herein the foregoing allegations. 83. Google’s contracts with Plaintiff and the Class included a term, implied at law in all contracts, requiring the parties to exercise “good faith and fair dealing” in all duties relating to the performance of the contract. By engaging in the misconduct alleged herein, Google has breached its contractual duty of good faith and fair dealing with Plaintiff and the Class. 84. Plaintiff has adequately pled all of the elements for a breach of the implied covenant of good faith and fair dealing, which are: (a) an agreement between the parties; (b) plaintiff’s performance under the agreement; (c) defendant’s engagement in conduct separate and apart from the performance of obligations under the agreement without good faith and for the purpose of depriving plaintiff of rights and benefits under the contract; and (d) damages to plaintiff. 85. The agreement between Plaintiff and the Class on the one hand, and Google on the other hand, are the “Terms & Conditions” that each member of the Class agreed to Case No. 18 Unjust Enrichment/Restitution Violation of Business and Professions Code §17200, et seq.

17. Rice Energy is an oil and natural gas company operating primarily in Pennsylvania and Ohio in the Marcellus, Utica, and Upper Devonian Shales and employs oilfield personnel to carry out its work. 18. Many of these individuals worked for Rice Energy performing the same or substantially similar job duties as Plaintiff who are/were misclassified by Rice Energy as so-called independent contractors in connection with Rice Energy’s oilfield operations. While exact job titles and job duties may differ, these employees are subjected to the same or similar illegal pay practices for similar work. Specifically, Rice Energy classified the Putative Class Members as independent contractors and paid them a flat sum for each day worked, regardless of the number of hours that they worked that day (or in that workweek) and failed to provide them with overtime pay for hours that they worked in excess of 40 hours in a workweek. 19. For example, Plaintiff has worked exclusively for Rice Energy since approximately October 2015 as an oilfield contractor/flowback operator. Throughout his employment with Rice Energy, he was classified as an independent contractor and paid on a day-rate basis. 21. The work Plaintiff performed was an essential party of Rice Energy’s core business. 22. During Plaintiff’s employment with Rice Energy while he was classified as an independent contractor, Rice Energy and/or the company it contracted with exercised control over all aspects of his job. Rice Energy did not require any substantial investment by Plaintiff in order for him to perform the work required of him. Rice Energy determined Plaintiff’s opportunity for profit and loss. Plaintiff was not required to possess any unique or specialized skillset (other than that maintained by all other individuals working in his same job position) to perform his job duties. Plaintiff has worked exclusively for Rice Energy as an independent contractor since approximately October 2015. 23. Indeed, Rice Energy and/or the company it contracted with controlled all of the significant or meaningful aspects of the job duties performed by Plaintiff. 24. Rice Energy ordered the hours and locations Plaintiff worked, tools used, and rates of pay received. 25. Even though Plaintiff often worked away from Rice Energy’s offices without the presence of a direct Rice Energy supervisor, Rice Energy still controlled all aspects of Plaintiff’s job activities by enforcing mandatory compliance with Rice Energy’s and/or its client’s policies and procedures. 27. Plaintiff did not incur operating expenses like rent, payroll, marketing, and insurance. 28. Plaintiff was economically dependent on Rice Energy during his employment. 29. Rice Energy set Plaintiff’s rates of pay, his work schedule, and prohibited him from working other jobs for other companies while he was working on jobs for Rice Energy. 30. Rice Energy directly determined Plaintiff’s opportunity for profit and loss. Plaintiff’s earning opportunity was based on the number of days Rice Energy scheduled him to work. 31. Very little skill, training, or initiative was required of Plaintiff to perform his job duties. 32. Indeed, the daily and weekly activities of the Putative Class Members were routine and largely governed by standardized plans, procedures, and checklists created by Rice Energy and/or its clients. Virtually every job function was pre-determined by Rice Energy and/or its clients, including the tools to use at a job site, the data to compile, the schedule of work, and related work duties. The Putative Class Members were prohibited from varying their job duties outside of the pre- determined parameters. Moreover, the job functions of the Putative Class Members were primarily manual labor/technical in nature, requiring little to no official training, much less a college education or other advanced degree. The Putative Class Members did not have any supervisory or management duties. Finally, for the purposes of an FLSA overtime claim, the Putative Class Members performed substantially similar job duties related to servicing oil and gas operations in the field. 34. Plaintiff has worked exclusively for Rice Energy since approximately October 2015 as an independent contractor. Plaintiff was not employed by Rice Energy on a project-by-project basis. In fact, while Plaintiff was classified as an independent contractor, he was regularly on call for Rice Energy and/or its clients and was expected to drop everything and work whenever needed. 35. All of the Putative Class Members perform the same or similar job duties and are subjected to the same or similar policies and procedures which dictate the day-to-day activities performed by each person. 36. The Putative Class Members also worked similar hours and were denied overtime as a result of the same illegal pay practice. The Putative Class Members all worked in excess of 40 hours each week and were often scheduled for 12 hour shifts for weeks at a time. Instead of paying them overtime, Rice Energy paid the Putative Class Members a day-rate. Rice Energy denied the Putative Class Members overtime for any and all hours worked in excess of 40 hours in a single workweek. 37. Rice Energy’s policy of failing to pay its independent contractors, including Plaintiff, overtime violates the FLSA, the PMWA, and the Ohio Wage Laws because these workers are, for all purposes, employees performing non-exempt job duties. 38. It is undisputed that the Putative Class Members are maintaining and working with oilfield machinery, performing manual labor, and working long hours out in the field. 39. Because Plaintiff (and Rice Energy’s other independent contractors who were paid a day-rate) was misclassified as an independent contractor by Rice Energy, he should receive overtime for all hours that he worked in excess of 40 hours in each workweek. 64. Plaintiff incorporates all previous paragraphs and alleges that the illegal pay practices Defendant imposed on Plaintiff were likewise imposed on the members of the Classes. 65. Numerous individuals were victimized by this pattern, practice, and policy which is in willful violation of the FLSA, and the state wage laws of Pennsylvania and Ohio. 66. Numerous other individuals who worked with Plaintiff indicated they were improperly classified as independent contractors, paid in the same manner, performed similar work, and were not properly compensated for all hours worked as required by state and federal wage laws. 67. Based on his experiences and tenure with Defendant, Plaintiff is aware that Defendant’s illegal practices were imposed on the members of the Classes. 68. The members of the Classes were all improperly classified as independent contractors and not afforded the overtime compensation when they worked in excess of 40 hours per week. 69. Defendant’s failure to pay wages and overtime compensation at the rates required by state and/or federal law result from generally applicable, systematic policies, and practices which are not dependent on the personal circumstances of the members of the Classes. 70. Plaintiff’s experiences are therefore typical of the experiences of the members of the Classes. 71. The specific job titles or precise job locations of the various members of the Classes do not prevent class or collective treatment. 73. A class and collective action, such as the instant one, is superior to other available means for fair and efficient adjudication of the lawsuit. 74. Absent this Action, many members of the Classes likely will not obtain redress of their injuries and Defendant will reap the unjust benefits of violating the FLSA and applicable state labor laws. 75. Furthermore, even if some of the members of the Classes could afford individual litigation against Defendant, it would be unduly burdensome to the judicial system. 76. Concentrating the litigation in one forum will promote judicial economy and parity among the claims of individual members of the classes and provide for judicial consistency. 78. Plaintiff’s claims are typical of the claims of the members of the Classes. Plaintiff and the members of the Classes sustained damages arising out of Defendant’s illegal and uniform employment policy. 79. Plaintiff knows of no difficulty that will be encountered in the management of this litigation that would preclude its ability to go forward as a collective or class action. 80. Although the issue of damages may be somewhat individual in character, there is no detraction from the common nucleus of liability facts. Therefore, this issue does not preclude collective and class action treatment. X.

17. In June 2007, Defendant FitFlop Ltd. began selling the FitFlop Footwear in the United States. At the same time, Defendant launched a major advertising campaign to promote FitFlop Footwear. 18. FitFlop Limited, Brand Slam, and Marcia Kilgore produced, designed, advertised, sold and marketed FitFlop Footwear purchased by United States consumers. Even after Defendants established FitFlop USA in 2010, decision-making relating to the advertising, marketing, design and research and development for FitFlop Footwear continued to be done by FitFlop Limited, Brand Slam and Marcia Kilgore. 19. According to testimony by Ms. Kilgore, from the launch until today she is the person most knowledgeable about FitFlop Footwear’s advertising and marketing materials. Additionally, Ms. Kilgore creates the content for and personally approves every advertisement by FitFlop about FitFlop Footwear. 21. FitFlop’s website describes how Ms. Kilgore – “the FITFLOP boss” – launched FitFlop: “In 2005 with one booming business under her belt, one in the works [Soap & Glory], and with time with her kids taking priority over time on the treadmill, Kilgore realised that there must be thousands of women like her who were looking for the ‘cliff-notes’ version of toning. Two years, and several rounds of R&D later, she launched FITFLOP.”9 22. Defendants sell FitFlop Footwear to consumers in the United States through authorized retailers such as Macy’s, Victoria’s Secret, and Nordstrom. Beginning in 2012, Defendants began selling their FitFlop Footwear directly to consumers in the United States through their ecommerce website as well. 23. Defendants, led by Marcia Kilgore, maintain strict control over any advertising for FitFlop Footwear. Defendants do not permit retailers to create their own advertisements for FitFlop Footwear. Retailers are required to use Defendants’ standardized marketing materials for FitFlop Footwear. 24. Like their competitors in the so-called “toning shoes” footwear market, Defendants claim that instability created by FitFlop Footwear’s patent-pending Microwobbleboard™ design (essentially three different densities of foam rubber made of a chemical called ethylene vinyl acetate (“EVA”)), results in increased toning, increased muscle activity, and reduction of joint strain. 61. Pursuant to Rules 23(a), (b)(2) and (b)(3) of the Federal Rules of Civil Procedure, Plaintiff Glaberson brings this action on behalf of herself and members of a Class defined as: All persons who purchased FitFlop Footwear in New Jersey until the date notice is provided to the Class. Excluded from the Class are Defendants and their officers, directors and employees, and those who purchased FitFlop Footwear for the purpose of resale or who assert claims for personal injury. 62. Numerosity. The members of the Class are so numerous that joinder of all members of the Class is impracticable. Plaintiff is informed and believes that the proposed Class contains thousands of purchasers of FitFlop Footwear who have been damaged by Defendants’ conduct as alleged herein. The precise number of Class members is unknown to Plaintiff. The true number of Class members is known by the Defendants, however, and thus potential Class members may be notified of the pendency of this action by first class mail, electronic mail, and/or published notice. 64. Typicality. Plaintiff Glaberson’s claims are typical of the claims of the members of the Class because, inter alia, all Class members were injured through the uniform misconduct described above, were subject to Defendants’ deceptive statements, including deceptive claims that accompanied each and every pair of FitFlop Footwear sold. Plaintiff Glaberson is advancing the same claims and legal theories on behalf of herself and all members of the Class. 65. Adequacy of Representation. Plaintiff Glaberson will fairly and adequately protect the interests of the members of the Class. Plaintiff Glaberson has retained highly competent counsel and experienced class action attorneys to represent her interests and that of the Class. Plaintiff Glaberson and her counsel have the necessary financial resources to adequately and vigorously litigate this class action. Plaintiff has no adverse or antagonistic interests to those of the Class. Plaintiff Glaberson is willing and prepared to serve the Court and the Class members in a representative capacity with all of the obligations and duties material thereto and is determined to diligently discharge those duties by vigorously seeking the maximum possible recovery for Class members. 67. Unless a Class is certified, Defendants will retain monies received as a result of its conduct that were taken from Plaintiff Glaberson and Class members. Unless a class-wide injunction is issued, Defendants will continue to commit the violations alleged, and the members of the Class and the general public will continue to be deceived. 69. Plaintiff repeats and realleges the allegations contained in the paragraphs above, as if fully set forth herein. 70. The Consumer Fraud Act (“CFA”) was enacted and designed to protect consumers against unfair, deceptive and fraudulent business practices. N.J. Stat. Ann. §56:8-1 et. seq. 71. N.J. Stat. Ann. §56:8-2 provides: The act, use or employment by any person of any unconscionable commercial practice, deception, fraud, false pretense, false promise, misrepresentation, or the knowing, concealment, suppression, or omission of any material fact with intent that others rely upon such concealment, suppression or omission, in connection with the sale or advertisement of any merchandise or real estate, or with the subsequent performance of such person as aforesaid, whether or not any person has in fact been misled, deceived or damaged thereby, is declared to be an unlawful practice . . . . 72. Plaintiff, other members of the Class, and Defendants are “persons” within the meaning of the CFA. 74. Defendants, through their advertisements, used unconscionable commercial practices, deception, fraud, false pretense, false promise, and misrepresentation in violation of the CFA in connection with the marketing of FitFlop Footwear, as alleged above. 75. Defendants also knowingly concealed, suppressed and consciously omitted material facts to Plaintiff and other members of the Class knowing that consumers would rely on the advertisements and packaging to purchase FitFlop Footwear, including by concealing scientific studies and data that did not support their claims. 76. The misrepresentations and omissions were material and were intended to, and likely to, deceive a reasonable consumer. 77. The foregoing acts, omissions and practices directly, foreseeably and proximately caused Plaintiff and other members of the Class to suffer an ascertainable loss in the form of, inter alia, monies spent to purchase FitFlop Footwear, and they are entitled to recover such damages, together with appropriate penalties, including treble damages, attorneys’ fees and costs of suit. 78. The CFA is, by its terms, a cumulative remedy, such that remedies under its provisions can be awarded in addition to those provided under separate statutory schemes. 79. Plaintiff repeats and realleges the allegations contained in the paragraphs above, as if fully set forth herein. 80. Plaintiff brings this claim individually and on behalf of the Class. 82. All conditions precedent to Defendants’ liability under this contract have been performed by Plaintiff and the Class. 83. Defendants breached the terms of this contract, including the express warranties, with Plaintiff and the Class by not providing FitFlop Footwear that could provide the benefits described above. Such express warranties breached by Defendants include the FitFlop Footwear representations set forth above, including in ¶¶ 26-29, 31-45, as well as in Exhibits A- E attached to this Complaint. 84. As a result of Defendants’ breach of their contract, Plaintiff and the Class have been damaged in the amount of the purchase price of the FitFlop Footwear they purchased. Breach of Express Warranty Violation of the New Jersey Consumer Fraud Act

25. Plaintiff brings this action on behalf of itself and a class of all others similarly situated. This action is brought and is properly maintained as a class action pursuant to Fed. R. Civ. P. 23(a), (b)(2), and (b)(3). 26. Plaintiff seeks to represent a class (“Class”) defined as follows: All individuals and entities in California insured by Defendant and whose insurance covers a vehicle with private-passenger physical damage coverage, including collision or physical damage other than collision coverage, who made a first-party claim that was adjusted by Defendant as a total loss and who received an actual cash value payment from Defendant that did not include sales tax and/or Vehicle Title and Registration Fees. 27. Excluded from the Class are Defendant, its subsidiaries and affiliates, its officers, directors and member of their immediate families and any entity in which Defendant has a controlling interest, the legal representatives, heirs, successors or assigns of any such excluded party, the judicial officer(s) to whom this action is assigned, and the members of their immediate families. Plaintiff reserves the right to modify or amend the definition of the proposed Class and/or to add subclasses if necessary before this Court determines whether certification is appropriate. A. Numerosity 70. The allegations contained in the foregoing paragraphs are incorporated by reference. 71. This count is brought by Plaintiff on behalf of itself and on behalf of the Class. 72. Plaintiff was party to a contract, the Insurance Policy, with Defendant as described herein. See Exhibit A. All Class members were parties to an Insurance Policy with Defendant containing materially identical terms. 73. Plaintiff and all Class members made claims determined by Defendant to be total losses under the Insurance Policy and determined by Defendant to be covered claims. 74. Defendant, in paying the total loss claim, determined that Plaintiff and each Class member complied with the terms of their insurance contracts, and fulfilled all duties and conditions under the Insurance Policy necessary to be paid on the total loss. 79. The allegations contained in the foregoing paragraphs are hereby incorporated by reference. 80. This count seeks declaratory relief pursuant to 28 U.S.C. §§2201-2202. 81. This count is brought by Plaintiff on behalf of itself and all members of the Class. 82. Plaintiff was party to a contract, the Insurance Policy, with Defendant as described herein. See Exhibit A. All Class members were parties to an Insurance Policy contract with Defendant containing materially identical terms. 83. Plaintiff seeks a declaratory judgment that an insured is unconditionally entitled to sales tax and Vehicle Title and Registration Fees in a FTLP to pay a vehicle’s ACV under the insurance policies that govern Plaintiff’s and the Class members’ contractual relationships with Defendant. A. USAA’s Policy Requires the Payment of Actual Cash Value for Total Loss Vehicles CLAIM FOR BREACH OF CONTRACT DECLARATORY RELIEF

INJUNCTION FOR VIOLATIONS OF NEW YORK GENERAL BUSINESS LAW § 349 (DECEPTIVE AND UNFAIR TRADE PRACTICES ACT) (brought on behalf of the Nationwide Class, in conjunction with the substantively similar consumer protection laws of other states and the District of Columbia to the extent New York consumer protection laws are inapplicable to out-of-state Class members, or, in the alternative, on behalf of the New York Class) Plaintiffs reallege and incorporate herein by reference the allegations contained in all preceding paragraphs, and further allege as follows: Plaintiffs brings these claim on behalf of themselves and the other members of the Nationwide Class for an injunction for violations of New York’s Deceptive Acts or Practices Law

26. Definition of Class. The class consists of all individuals who: a. Are Medicaid recipients with an intellectual or developmental disability; b. Need an institutional level of care provided in a Medicaid-certified ICF in the State of Washington; and c. Qualify for and desire DDA home and community-based habilitative services which they are not receiving. 27. Size of Class. The class of Medicaid recipients who qualify for, have requested, and are not receiving home and community-based services administered by DDA is expected to be so numerous that joinder of all members is impracticable. Defendants have identified as many as ninety-one DDA clients as waiting for residential habilitative services in the community, while only a handful of these individuals have been offered these services. 45. In 2013, DSHS retained a private consultant, Navigant Healthcare, to conduct an independent review of its supported living program. Navigant’s November 11, 2013 report documented that there was a waitlist for supported living services. It went on to explain, “DDA manages the wait list to prioritize those with the highest levels of need. Due to budget constraints, only individuals whose needs fall into levels 4 through 6 are generally admitted into the program.” 46. Navigant interviewed three supported living providers regarding DDA rate setting and documented the following: “Providers also discussed the challenge they face due to high staff turnover. They associated low reimbursement rates with an inability to pay competitive wages and high staff turnover. Specifically, the hourly ISS [(Instruction and Support Services)] rates have been decreasing since 2009 while the Washington State minimum wage has increased. In addition, the high turnover puts pressure on their training budgets as they must train all new staff.” 62. Plaintiffs re-allege the paragraphs above. 63. Plaintiffs and the putative class are all “qualified individuals with a disability” within the meaning of 42 U.S.C. § 12131(2). Plaintiff and class members have not been provided services they would need to live in an integrated setting in the community. 67. Plaintiffs re-allege the paragraphs above. 68. Plaintiffs and putative class members are qualified individuals with disabilities under Section 504 of the Rehabilitation Act, 29 U.S.C. § 794 (a). Defendants’ agencies, HCA and DSHS, receive federal financial assistance. 69. Defendants violate Section 504 of the Rehabilitation Act and its implementing regulations by denying Plaintiffs and putative class members access to integrated community- based programs appropriate to meet their needs, thereby requiring that Plaintiffs and putative class members be confined in segregated institutions in order to receive the services that they need, or suffer risk of institutionalization. SECTION 504 OF THE REHABILITATION ACT TITLE XIX OF THE SOCIAL SECURITY ACT WITH DISABILITIES ACT

11. Reimer Law denies for want of knowledge the allegations contained in Paragraph 11 of Plaintiff's Complaint. 3 12. Reimer Law admits that Mr. White co-signed several student loans for which his son was the Borrower and denies for want of knowledge the remaining allegations contained in Paragraph 12 of Plaintiff's Complaint. 13. Reimer Law denies for want of knowledge the allegations contained in Paragraph 13 of Plaintiff's Complaint, and further answering admits that Reimer Law filed a collection suit to resolve certain outstanding debts. 14. Reimer Law denies for want of knowledge that the Student Loans were taken out primarily for personal, family or household purposes, including Mr. White's son's college education. 15. Reimer Law denies for want of knowledge the allegations contained in Paragraph 15 of Plaintiff's Complaint. 16. Reimer Law denies for want of knowledge the allegations contained in Paragraph 16 of Plaintiff's Complaint. 17. Reimer Law admits that it filed lawsuits to resolve Mr. White and his son's outstanding debts and further answering, admits that the complaint in the civil lawsuit speaks for itself. 18. Reimer Law admits that it caused Mr. White to be served at his address in Jenera, Ohio and that the summons and complaint for each of the collection suits speaks for themselves. 20. Defendant Reimer Law admits that it is a law firm that at certain times represents clients protecting their legal and equitable interests and to resolve outstanding debts, and denies as stated the remaining allegations contained in Paragraph 20 of Plaintiff's Complaint. 21. Reimer Law admits that it is a law firm that at certain times represents clients protecting their legal and equitable interests and to resolve outstanding debts, and denies the remaining allegations contained in Paragraph 21 of Plaintiff's Complaint. 22. Reimer Law denies the allegations and conclusions of law contained in Paragraph 22 of Plaintiff's Complaint and further denies that any class exists or is properly certifiable. 23. Reimer Law denies the allegations and conclusions of law contained in Paragraph 23 of Plaintiff's Complaint and further denies that any class exists or is properly certifiable. 24. In response to the allegations contained in Paragraph 24 of Plaintiff's Complaint, Reimer Law admits that White is attempting to assert certain class claims on behalf of himself and others, but denies that any class exists or is properly certifiable. 25. In response to the allegations contained in Paragraph 25 of Plaintiff's Complaint, Reimer Law admits that White is attempting to assert certain class claims on behalf of himself and others, but denies that any class exists or is properly certifiable. 26. Reimer Law denies the allegations and conclusions of law contained in Paragraph 26 of Plaintiff's Complaint, denies that the identity of each individual member of the class can be ascertained from the Reimer Law firm's business records and/or from public records and denies that the Plaintiff has any evidence to support the allegation that the proposed class is so 5 numerous. It is purely speculative. Further answering, denies that any class exists or is properly certifiable. 27. Reimer Law denies the allegations and conclusions of law contained in Paragraph 27 of Plaintiff's Complaint and denies that any class exists or is properly certifiable. Reimer Law further denies that there are any questions of law and fact in common to the proposed class that predominate over questions affecting any individual member, or legal or factual basis to support a class action. 28. Reimer Law denies that any class exists or is properly certifiable and further answering states that it contains legal conclusions to which either requires no response or are denied. 29. Reimer Law denies the allegations and conclusions of law contained in Paragraph 29 of Plaintiff's Complaint, and denies that any class exists or is properly certifiable. 30. Reimer Law denies the allegations and conclusions of law contained in Paragraph 30 of Plaintiff's Complaint, and denies that any class exists or is properly certifiable. 31. Reimer Law denies for want of knowledge whether Plaintiff's attorney is competent and experienced in consumer protection and class action litigation and further answering denies that any class exists or is properly certifiable. 32. Reimer Law denies the allegations and conclusions of law contained in Paragraph 32 of Plaintiff's Complaint, and denies that any class exists or is properly certifiable. Defendant Reimer Law further denies there is any legal or factual basis to support a class action.