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1 Eric Lechtzin (State Bar No.248958) EDELSON LECHTZIN LLP 2 3 Terry Drive, Suite 205 Newtown, PA 18940 3 Telephone: (215) 867-2399 4 Facsimile: (267) 685-0676 Email: [email protected] 5 Counsel for Individual and Representative Plaintiffs 6 Sabrina Clapp and Denise Redfield

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8 UNITED STATES DISTRICT COURT 9 NORTHERN DISTRICT OF CALIFORNIA 10

11 SABRINA CLAPP and DENISE REDFIELD, Case No. 3:21-cv-00896 individually and on behalf of others similarly 12 situated, CLASS ACTION COMPLAINT

13 Plaintiffs, v. 14 DEMAND FOR JURY TRIAL ALLY FINANCIAL INC.; 15 ALPACA SECURITIES LLC; CASH APP INVESTING LLC; 16 SQUARE INC.; DOUGH LLC; 17 MORGAN STANLEY SMITH BARNEY LLC; E*TRADE SECURITIES LLC; 18 E*TRADE FINANCIAL CORPORATION; E*TRADE FINANCIAL HOLDINGS, LLC; 19 ETORO USA SECURITIES, INC.; FREETRADE, LTD.; 20 INTERACTIVE BROKERS LLC; M1 FINANCE, LLC; 21 OPEN TO THE PUBLIC INVESTING, INC.; ROBINHOOD FINANCIAL, LLC; 22 ROBINHOOD MARKETS, INC.; ROBINHOOD SECURITIES, LLC; IG GROUP 23 HOLDINGS PLC; TASTYWORKS, INC.; 24 TD AMERITRADE, INC.; THE CHARLES SCHWAB CORPORATION; 25 CHARLES SCHWAB & CO. INC.; FF TRADE REPUBLIC GROWTH, LLC; 26 TRADING 212 LTD.; TRADING 212 UK LTD.; 27 WEBULL FINANCIAL LLC; FUMI HOLDINGS, INC.; 28 STASH FINANCIAL, INC.; BARCLAYS BANK PLC;

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1 CITADEL ENTERPRISE AMERICAS, LLC; CITADEL SECURITIES LLC; 2 ME LVIN CAPITAL MANAGEMENT LP; SEQUOIA CAPITAL OPERATIONS LLC; 3 APEX CLEARING CORP ORATION; THE DEPOSITORY TRUST & CLEARING 4 CORPORATION,

5 Defendants.

6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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1 TABLE OF CONTENTS 2 Page(s) 3 4 INTRODUCTION ...... 1 5 JURISDICTION AND VENUE ...... 3 6 PARTIES ...... 4 7 A. Plaintiff Sabrina Clapp ...... 4 8 B. Plaintiff Denise Redfield ...... 5 9 C. Brokerage Defendants ...... 5 10 D. Fund Defendan ts ...... 10 11 E. Clearinghouse Defendants ...... 10 12 AGENTS AND CO - CONSPIRATORS ...... 11 13 CLASS ALLEGATIONS ...... 11 14 FACTUAL ALLEGATIONS ...... 13 15 CLAIMS FOR RELIEF ...... 36 16 COUNT ONE ...... 36 17 COUNT TWO ...... 38 18 COUNT THREE ...... 40 19 COUNT FOUR ...... 41 20 COUNT FIVE ...... 42 21 COUNT SIX ...... 43 22 COUNT SEVEN ...... 44 23 COUNT EIGHT ...... 45 24 COUNT NINE ...... 45 25 PRAYER FOR JUDGMENT ...... 46 26 JURY TRIAL DEMANDED ...... 48 27

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1 P laintiffs Sabrina Clapp and Denise Redfield, on behalf of themselves and all others similarly situated, 2 bring this Class Action Complaint against Defendants for violations of Section 1 of the Sherman Act, 15 3 U.S.C. § 1, Section 16 of the Clayton Act, 15 U .S.C. § 26, state antitrust and consumer protection laws, and 4 the common law as follows: 5 INTRODUCTION 6 1. This case is about individual investors (the “Retail Investors”) who invested their hard - earned 7 money in the stock mark et and were stripped of the rights to control their investments due to a large, 8 overarching conspiracy to prevent the market from operating freely and to stop the Defendants from 9 hemorrhaging losses as a result of their highly speculative short selling str ategies. 10 2. R etail Investors or indiv idual investors are non - professional investors who make investments 11 on their own behalf. Retail Investors purchase assets such as stocks, bonds, options , mutual funds, and 12 exchange traded funds (ETFs). They execute their personal trades thro ugh websites, apps and trading 13 platforms provided by brokerage firms or other investment service providers. Retail Investors tend to invest 14 smaller amounts, as compared to institutional investors, and they have lit tle ability to influence market pri ces 15 or market dynamics on their own. 16 3. G enerally, Retail Investors pay brokerages a fee or commission for personal trades to their 17 brokerages. 18 4. S ome brokerages, like Defendant Robinhood, do not charge their investors a fee per 19 transaction, but instead earn r evenue through rebates, kickbacks and other payments from market makers 20 like the Clearinghouse Defendants (defined below) . 21 5. S ome individual investors are members of online financial discussion forums on Reddit, 22 Facebook, TikTok and elsew here, where they are able to share and discuss their market research and 23 observations and help like - minded peers benefit from their research and potentially identify good 24 opportunities for investment. 25 6. B ased on their research, and observations, the Retail I nvestors, through stock brokerages, 26 including the Brokerage Defendants (defined below) , purchased and invested in certain stocks — GameStop 27 (GME), AMC Theaters (AMC), American Airlines (AAL), Bed Bath & Beyond (BBBY), BlackBerry (BB), 28 Express (EXPR), Koss (KOSS) Naked Bran d Group (NAKD), Nokia (NOK), Sundi al Growers Inc.

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1 (SNDL), Tootsie Roll Industries (TR), and Trivago NV (TRVG) ( collectively, the “Relevant Securities”) — 2 that they believed would grow, increase in price and serve as good investment opportunities. 3 7. S everal large hedge fund s and investment firms, including C itadel Enterprise Americas LLC, 4 Citadel Securities LLC, Melvin Capital Management LP, and other unnamed co - conspirators, acquired and 5 possessed massive “short” positions in the Relevant Securities. 6 8. “ Short” sellers borrow share s or other interests in corporate s tock or other securities . In so 7 doing, they bet that prices of such securities will decrease. If the stock prices in fact drop, a short seller buys 8 the stock back at a lower price and returns it to the lender . The difference between the sell price and the buy 9 price is the profit. Short sellers essentially bet on a stock’s failure or decline rather than its success or increase. 10 9. T he Fund Defendants (defined below) , and other unnamed co - conspirators , made short 11 selling investments in the Relevant Securities. In so doing, they made highly speculative bets. When the 12 Relevant Securities increased in value, due in large part to Retail Investors purchasing the Relevant Securities 13 and increasing stock price s, the Fund Defendants, Clearinghou se Defendants and unnamed co - conspirators 14 were exposed to potential losses of several billion dollars. 15 10. A s Retail Investors and others continued to purchase the Relevant Securities, the Fund 16 Defendants, Clearinghouse Defe ndants and unnamed co - conspirators were caught in a classic “short 17 squeeze.” A “short squeeze” occurs when a stock or other shorted security rises sharply in value, distressing 18 short positions. Short selling investors are faced with a rapid increase in the shorted as set’s value, exposing 19 the short sel ler to increased and theoretically limitless loss. As the price of the asset rises, short sellers may 20 face pressure to buy back stock to exit their short positions to mitigate their potential losses. In the absence 21 of int ervention, as short sellers exit th eir short positions to buy back stocks to cover their shorts, the purchase 22 of stock further increases the price of the stock. 23 11. T he Brokerage Defendants, Fund Defendants and Clearinghouse Defendants (together the 24 “Defendant s”) conspired to prevent the Retail Investors from buying any further stock and forcing Retail 25 Investors to sell their Relevant Securities to artificially suppress stock prices of the Relevant Securities. 26 12. O n January 27, 2021, after the close of the stock m arket and before the open of the the next 27 tr a ding day, the Fund Defendants coordinated and planned increased short volumes in anticipation of short 28 calls on January 28, 2021.

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1 13. T he Brokerage Defendants — that operate through websites and mobile applications — 2 di sabled all buy features on their pl atforms and thereby left the Retail Investors with no choice but to sell or 3 hold their rapidly dwindling stocks. The Brokerage Defendants did so to ensure that the stock prices for the 4 Relevant Securities would go down in furth erance of the conspiracy. Other Bro kerage Defendants displayed 5 loading graphics on the landing pages for these Relevant Securities to prevent users from purchasing any 6 more Relevant Securities. Plaintiffs and Class members, faced with an imminent decrease in the price of their 7 positions in the Relevant Securities due to the inability of Retail Investors to purchase shares, were induced 8 to sell their shares in the Relevant Securities at a lower price than they otherwise would have. Additionally, 9 Class member s that would have purchased more st ock in the Relevant Securities given the upward trend in 10 price could not do so. 11 14. B y doing so, the Defendants and their co - conspirators forced Retail Investors to choose 12 between selling the Relevant Securities at a lower p rice or holding their rapidly decli ning positions in the 13 Relevant Securities. Defendants did so to drive the price of the Relevant Securities down. 14 15. D efendants and their co - conspirators conspired to prevent the Retail investors from buying 15 further stock in order to mitigate the Fund Defenda nts’ exposure in their short positions. By forcing the 16 Retail Investors to sell their Relevant Securities at lower prices than they otherwise would have, Defendants 17 artificially reduced the value of the Relevant Securitie s that Retail Investors either sold or held on to. 18 JURISDICTION AND VENUE 19 16. Plaintiffs bring this action on their own behalf as well on behalf of the members of the 20 Class to recover damages, including treble damages, costs of suit, and reasonable attorneys’ fees arising from 21 Defendants’ viol ations of Section 1 of the Sherman Act, 15 U.S.C. § 1, Section 16 of the Clayton Act, 15 22 U.S.C. § 26, as well as any and all equitable relief afforded to them under the federal laws pleaded herein. 23 17. T his Court has federal question jurisdiction pursuant to 2 8 U.S.C. § 1331 because the case 24 arises under the Constitution, laws, or treaties of the United States. 25 18. T his Court also has subject matter jurisdiction pursuant to 28 U.S.C. §§ 1332(d) and 1367, in 26 that (a) this is a clas s action in which the matter or con troversy exceeds the sum of $5,000,000, exclusive of 27 interest and costs, and in which some members of the proposed Class are citizens of a state different from 28

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1 some defendants; and (b) Plaintiffs’ state law claims form pa rt of the same case or controversy as their federal 2 claims under Article III of the United States Constitution. 3 19. J urisdiction and venue are proper in this judicial District pursuant to 28 U.S.C. § 1391(b), (c) 4 and (d), because a substantial part of the even ts giving rise to Plaintiffs’ claim s occurred in this District, a 5 substantial portion of the affected interstate trade and commerce was carried out in this District, and one or 6 more of the Defendants reside in this District or are licensed to do business i n this District. Each Defendant 7 has transacted business, maintained substantial contacts, or committed overt acts in furtherance of the illegal 8 scheme and conspiracy throughout the United States, including in this District. The conspiracy occurred in 9 this judicial District. The conspiracy h as been directed at, and has had the intended effect of, causing injury 10 to persons residing in, located in, or doing business throughout the United States, including in this District. 11 20. T his Court has personal jurisdiction over each Defendant because, each D efendant: (a) 12 transacted business throughout the United States, including in this District; (b) transacted in substantial 13 amounts of the Relevant Securities throughout the United States; (c) had substantial contacts with the United 14 States, including this D istrict; and/or (d) engaged in an antitrust conspiracy that was directed at and had a 15 direct, foreseeable, and intended effect of causing injury to the business or property of persons residing in, 16 located in, or doing bus iness throughout the United States, including in this District. 17 21. T he activities of the Defendants and all co - conspirators — whether unnamed or as of yet 18 unknown — as described herein, were within the flow of, were intended to, and did have direct, substantial, 19 and reasonably foreseeable effects on the foreign and interstate commerce of the United States. 20 PARTIES 21 A. Plaintiff Sabrina Clapp 22 22. Plaintiff Sabrina Clapp is a resident of the State of Kentucky. Before January 28, 2021, 23 Plaintiff Clapp purchased and owned s ecurities in Nokia on Robinhood. Pl aintiff Clapp bought these 24 Relevant Securities with cash and not on margin. 25 23. On January 27, 2021, Plaintiff Clapp attempted to purchase Relevant S ecurities but was 26 unable to do so because Defendants had deactivated the “bu y” features on their applications d ue to the 27 anticompetitive scheme. 28

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1 24. Plaintiff Clapp was unable to search for the Relevant Securities on Defendant Robinhood’s 2 platform on January 28, 2021. 3 B. Plaintiff Denise Redfield 4 25. Plaintiff Denise Redfield is a residen t of the Commonwealth of Pennsylvan ia. On Janu ary 5 28, 2021, Plaintiff Redfield attempted to purchas e Relevant Securities including BlackBerry , and Nokia via 6 market order on Robinhood. Plaintiff , Redfield attempted to b uy these Relevant Securities with cash and not 7 on margin. Plaintiff, Redf ield, was unable to buy these Relevant Securities, but was instead informed by 8 Robinhood that her market orders had been cancelled. 9 26. On January 29, and again on February 1, 2021 , Plaintiff Redfield attempted to purchase 10 Relevant Securities on Defendant Rob inhood but was prohibited or limited from doing so due the 11 anticompetitive scheme. Plaintiff, Redfield attempted to buy these Relevant Securities with cash and not on 12 margin. Plai ntiff, Redfield was unable to buy these Relevant Securities as she wished, bu t was instead 13 informed by Robinhood that her market orders had been either cancelled or filled but limited to the purchase 14 of either one share of five shares of specific Relevant Securit ies . 15 C. Brokerage Defendants 16 a. Defendant Ally Financial Inc. 17 27. D efendant Al ly Financial Inc. (“Ally”) is a Delaware corporation, with its headquarters 18 located at Ally Detroit Center 500, Woodward Ave., Floor 10, Detroit, Michigan. Ally provides financial 19 services including an electronic trading platform to trade financial assets. Ally sold Relevant Securities directly 20 to members of the Class during the Class Period. 21 b. D efendant Alpaca Securities LLC 22 28. D efendant Alpaca Securities LLC (“Alpaca”) is a Delaware corporation, with its headquarters 23 at 20 N San Mateo Drive Suite 10, San Mate o, California. Alpaca provides financial services including an 24 electronic trading platform to trade financial assets. Alpaca sold Relevant Securities directly to members of 25 the Class during the Class Period. 26 c. D efendant Cash App 27 29. D efendant Cash App Investin g LLC (“Cash App Investing”) is a Delaware corporation 28 headquartered at 920, SW 6th Avenue Ste. 1200, Portland, Oregon. Cash App Investing is a wholly owned

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1 subsidiary of Square Inc. Cash App Investing provides financial services including an electronic tr ading 2 platform to trade financial assets. Cash App Investing sold Relevant Securities directly to members of the 3 Class during the Class Period. Square Inc. and Cash App I nvesting LLC are referred collectively as “Cash 4 App.” 5 30. D efendant Square Inc. is a Delaw are corporation with its headquarters located at 1455 6 Market Street, Suite 600, San Francisco, California. 7 d. D efendant Dough 8 31. D efendant Dough LLC (“Dough”) is a Delaware li mited - liability corporation, with its 9 headquarters located at 327 N. Aberdeen Street, Chicago, Illinois. Dough provides financial services including 10 an electronic trading platform to trade financial assets. Dough sold Relevant Securities directly to member s 11 of the Class during the Class Period. 12 e. D efendant E*Trade 13 32. D efendant Morgan Stanley Sm ith Barney LLC (“Morgan Stanley”) is a Delaware limited - 14 liability corporation and parent company of E*Trade, with its headquarters located at 1585 Broadway 15 Avenue, New Yo rk, New York. Morgan Stanley is the owner and ultimate parent of E*Trade Securities LL C, 16 E*Trade Financial Corporation, and E*Trade Financial Holdings. Morgan Stanley, E*Trade Securities LLC, 17 E*Trade Financial Corporation, and E*Trade Financial Holdings ar e collectively referred to as “E*Trade.” 18 33. D efendant E*Trade Securities LLC is a Delawa re limited - liability corporation, with its 19 headquarters at 671 North Glebe Road, Ballston Tower, Arlington, Texas. 20 34. D efendant E*Trade Financial Corporation is a Delaware c orporation, with its headquarters 21 at 671 North Glebe Road, Ballston Tower, Arlington, Texas. 22 35. D efendant E*Trade Financial Holdings, LLC is a Delaware limited - liability corporation, with 23 its headquarters at 671 North Glebe Road, Ballston Tower, Arlington, Te xas. 24 f. D efendant eToro 25 36. D efendant Etoro USA Securities, Inc . (“eToro”) is a Delaware cor poration and owner of the 26 application eToro , headquartered at 221 River St., 9th Floor , Hoboken, New Jersey. eToro provides financial 27 services including an electronic trading platform to trade financial assets. eToro sold Relevant Securities 28 directly to me mbers of the Class during the Class Period.

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1 g. D efendant Freetrade 2 37. D efendant Freetrade, Ltd. (“Freetrade”) is a company incorporated in the United Kingdom, 3 headquartered at 32 - 38 Leman Street, London, United Kingdom. Freetrade provides financial services 4 incl uding an electronic trading platform to tra de financial assets. Freetrade sold Relevant Securities directly 5 to members of the Class during the Class Period. 6 h. D efendant Interactive Brokers 7 38. D efendant Interactive Brokers LLC (“Interactive Brokers”) is a Delaw are limited - liability 8 corporation headquart ered at 1 Pickwick Plaza, Greenwich, Connecticut. Interactive Brokers provides 9 financial services including an electronic trading platform to trade financial assets. Interactive Brokers sold 10 Relevant Securities di rectly to members of the Class during the C lass Period. 11 i. D efendant M1 Finance 12 39. D efendant M1 Finance, LLC (“M1 Finance”) is a Delaware corporation headquartered at 13 200 North La Salle Street, Suite 800, Chicago, Illinois. M1 Finance provides financial service s including an 14 electronic trading platform to trade financial assets. M1 Finance sold Relevant Securities directly to members 15 of the Class during the Class Period. 16 j. D efendant Public.com 17 40. D efendant Open To The Public Investing, Inc. (“Public.com”) is a New Yo rk corporation, 18 headquartered at 1 State Street Plaza, 10th Floor, New York, New York. Public.com provides financial 19 services including an electronic trading platform to trade financial assets. Public.com sold Relevant Securities 20 directly to members of the Class during the Class Period. 21 k. D e fendant Robinhood 22 41. D efendant Robinhood Markets, Inc. is a Delaware corporation with its principal place of 23 business at 85 Willow Road, Menlo Park, California. Defendant Robinhood Markets, Inc. is the corporate 24 parent of an d controls the affairs of Defendan ts Robinhood Financial, LLC and Robinhood Securities, LLC. 25 42. D efendant Robinhood Financial, LLC is a Delaware corporation with its principal place of 26 business at 85 Willow Road, Menlo Park, California. It is a wholly - owned subsidiary of Robinhood Markets, 27 I nc. 28 43. D efendant Robinhood Securities, LLC is a Delaware corporation with its principal place of

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1 business at 500 Colonial Center Parkway, Suite 100, Lake Mary, Florida. It is a wholly owned subsidiary of 2 Defendant Robinhood M arkets, Inc. Defendant Robinhood F inancial (collectively, with Robinhood 3 Financial, LLC and Robinhood Markets, Inc. as “Robinhood”). 4 44. R obinhood provides financial services including an electronic trading platform to trade 5 financial assets. Robinhood sold Re levant Securities directly to memb ers of the Class during the Class Period. 6 l. D efendant Stash 7 45. D efendant Barclays Bank PLC is a company incorporated in the United Kingdom, and 8 headquartered at 745 7th Ave New York, New York. Barclays Bank PLC is the ultimate corporate parent of, 9 and controls the affairs of Stash Financial, Inc. 10 46. Defendant Stash Financial, Inc. (“Stash”) is a Delaware corporation and owner of the 11 application Stash, headquartered at 500 7th Avenue,18th Floor, New York, New York. Stash is a wholly - 12 owned subsidiary of Barclays Bank PLC. Stash provides financial services including an electronic trading 13 platform to trade financial assets. Stash sold Relevant Securities directly to members of the C lass during the 14 C lass P eriod. 15 m. D efendant Tastyworks 16 47. D ef endant IG Group Holdings PLC is a Delaware public limited company and ultimate 17 corporate parent of and controls the affairs Tastyworks, Inc., headquartered at 200 West Jackson Blvd., Suite 18 1450, Chicago, Illinois. 19 48. D efendant Tastyworks, Inc. is a Delawar e c orporation and wholly - owned subsidiary of IG 20 Group Holdings PLC, headquartered at 100 West Fulton Market Street, Suite 220, Chicago, Illinois (IG 21 Holdings and Tastyworks, Inc. collectively, “Tastyworks”). 22 49. T astyworks provides financial services including an electronic trading platform to trade 23 financial assets. Tastyworks sold Relevant Securities directly to members of the Class during the Class Period. 24 n. D efendant TD Ameritrade 25 50. D efendant The Charles Schwab Corporation is a Delaware corporation with its p rin cipal 26 place of business at 211 Main Street, San Francisco, C alifornia . The Charles Schwab Corporation is the 27 ultimate corporate parent of and controls the affairs of Charles Schwab & Co., Inc. and TD Ameritrade Inc. 28 51. Defendant Charles Schwab & Co. Inc. i s a California corporation with its principal place of

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1 business at 211 Main Street, San Francisco, C alifornia . Charles Schwab & Co. Inc. is a wholly owned 2 subsidiary of The Charles Schwab Corporation. 3 52. Defendant TD Ameritrade, Inc., is a New York corporatio n w ith its principal place of 4 business in Illinois. As of October 2020, The Charles Schwab Corporation acquired TD Ameritrade, Inc. 5 The Charles Schwab Corporation, Charles Schwab & Co., Inc. and TD Ameritrade, Inc. collectively, “TD 6 Ameritrade.” TD Ameritr ade provides financial services including an electronic trading platform to trade 7 financial assets. TD Ameritrade sold Relevant Securities directly to members of the C lass during the C lass 8 P eriod. 9 o. D efendant Trade Republic 10 53. D efendant FF Trade Republic Growt h, LLC (“Trade Republic”) is a Delaware corporation, 11 headquartered at One Letterman Drive, Building D, 5th Floor, San Francisco, California. Trade Republic 12 provides financial services including an electronic trading platform to trade financial assets. Trad e R epublic 13 sold Relevant Securities directly to members of the C lass during the C lass P eriod. 14 p. D efendant Trading 212 15 54. D efendant T rading 212 Ltd. is a Bulgarian company headquartered at 3 Lachezar Stanchev 16 Str., Litex Tower, Floor 10, Sofia 1797, Bulgaria. Trad ing 212 Ltd. is the ultimate corporate parent of and 17 controls the affairs of Trading 212 UK Ltd. 18 55. Defendant Trading 212 U K Ltd. is a company incorporated in the United Kingdom 19 headquartered at 107 Cheapside, Londo n, United Kingdom. Trading 212 UK Ltd. a who lly - owned subsidiary 20 of Trading 212 Ltd. (Trading 212 Ltd. and Trading 212 UK Ltd. collectively, “Trading 212”). Trading 212 21 provides financial services including an electronic trading platform to trade financial assets. Trading 212 sold 22 Relevant Securitie s directly to members of the C lass during the C lass P eriod. 23 q. D efendant WeBull 24 56. D efendant Fumi Holdings, Inc. is a Chinese corporation. Fumi Holdings, Inc. and 25 headquartered in Hunan, China. Fumi Holdings, Inc. is the corporate parent of, and controls the af fairs of 26 Webull Financial LLC. 27 57. Defendant Webull Financial LLC (“WeBull”) is a Delaware corporation and wholly - owned 28 subsidiary of Fumi Holdings, Inc., headquartered at 44 Wall Street, Ste 501, New York, New York. WeBull

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1 is a wholly - owned subsidiary of Fumi Holdings, Inc. WeBull provides financial services including an 2 electronic trading platform to trade financial assets. WeBull sold Relevant Securities directly to members of 3 the C lass during the C lass P eriod. 4 D. Fun d Defendants 5 a. Defendant Citadel 6 58. D efendant Ci tadel Enterprise Americas LLC is a Delaware limited - liability corporation, 7 headquartered at 131 South Dearborn Street, Chicago, Illinois. Citadel Enterprise Americas LLC is the 8 corporate parent of, and controls the affairs of Citadel Securities LLC. 9 59. Defend ant Citadel Securities LLC is a Delaware limited - limited corporation, headquartered 10 at 131 South Dearborn Street, Chicago, Illinois. Citadel S ecurities LLC is a wholly - owned subsidiary of 11 Citadel Enterp rise Americas LLC. Citadel Enterprise Americas, LLC an d Citadel Securities LLC collectively, 12 “Citadel.” 13 60. Defendant Citadel took short positions in the Relevant Securities. Citadel actively 14 participated in the conspiracy and the wrongful acts alleged herein. 15 b. D efendant Melvin Capital 16 61. D efendant Melvin Capital Man agement LP (hereinafter “Melvin Capital”) is a Delaware 17 limited partnership headquartered at 535 Madison Avenue, 22nd Floor, New York, New York. 18 62. Defendant Melvin Capital took short positions in the Rele vant Securities. Melvin Capital 19 actively participated in the conspiracy and the wrongful acts alleged herein. 20 c. D efendant Sequoia 21 63. D efendant Sequoia Capital Operations LLC (“Sequoia”) is a Delaware limited - liability 22 corporation, headquartered at 2800 Sand Hi ll Road, Suite 101, Menlo Park, California. 23 64. Defendant Sequoia actively participated in the conspiracy and the wrongful acts alleged 24 herein. 25 E. Clearinghouse Defendants 26 a. Defendant Apex 27 65. D efendant Apex Clearing Corporation (“Apex”) is a New York corporation headq uartered 28 at One Dallas Center, 350 N. St. Paul, Suite 1300, Dallas, Texas.

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1 66. D efendant Apex participated in the conspiracy and the wrongful acts alleged herein. 2 b. D efendant Depository Trust & Clearing Corporation 3 67. D efendant The Depository Trust & Clearing Co rporation (“DTCC”) is a New York 4 company headquartered at 55 Water Street, New York, New York. 5 68. D efendant DTCC participated in the conspiracy and the wrongful acts alleged herein. 6 AGENTS AND CO - CONSPIRATORS 7 69. The anticompetitive and unlawful acts alleged against the Defendants in this class action 8 complaint we re authorized, ordered or performed by the Defendants’ respective officers, agents, employees, 9 representatives, or shareholders while actively engaged in the management, direction, or control of the 10 Defendants’ businesses or affairs. 11 70. T he Defendants’ agents operated under the explicit and apparent authority of their 12 principals. 13 71. E ach Defendant, and its subsidiaries, affiliates and agents operated as a single unified entity. 14 72. V arious persons and/or firms not named as Defendants herein may have participated as c o - 15 conspirators in the violations alleged herein and may have performed acts and made statements in 16 furtherance thereof. 17 73. E ach Defendant acted as the principal, agent, or joint venture of, or for other Defendants 18 with respect to the acts, violations, and com mon course of conduct alleged herein. 19 CLASS ALLEGATIONS 20 74. Plaintiffs bring this action for damages and injunctive relief on behalf of themselves and all 21 others similarly situated as a clas s action pursuant to Rules 23(a), (b)(2) and (b)(3) of the Federal Rul es of 22 Civil Procedure, on behalf of the following Class: 23 A ll persons or entities in the United States that directly purchased securities in GameStop Corp. (GME), AMC Entertainment Holdin gs Inc. (AMC), American Airlines Group Inc. 24 (AAL), Bed Bath & Beyond I nc. (BBBY), BlackBerry Ltd. (BB), Express, Inc. (EXPR), Koss Corporation (KOSS), Naked Brand Group Ltd. (NAKD), Nokia Corp. (NOK), Sundial 25 Growers Inc. (SNDL), Tootsie Roll Industries, I nc. (TR), or Trivago N.V. (TRVG) from one 26 or more of the Defendants be tween January 1, 2021 through and until the anticompetitive effects of Defendants’ unlawful conduct cease (the “Class Period”). 27 75. T his Class definition specifically excludes the following person or entities: 28

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1 a. A ny of the Defendants named herein; 2 b. A ny of the De fendants’ co - conspirators; 3 c. A ny of Defendants’ parent companies, subsidiaries, and affiliates; 4 d. A ny of Defendants’ officers, directors, management, employees, subsidiaries, 5 affiliates, or agents; 6 e. A ll governmental entities; and 7 f. T he judges and chambers staff i n this case, as well as any members of their 8 immediate families. 9 76. P laintiffs do not know the exact number of Class members, because such information is in 10 the exclusive control of Defenda nts. Plaintiffs are informed and believe that, due to the nature of th e trade 11 and commerce involved, there are millions of Class members geographically dispersed throughout the 12 United States and elsewhere, such that joinder of all Class members in the pros ecution of this action is 13 impracticable. 14 77. P laintiffs’ claims are typica l of the claims of their fellow Class members because Plaintiffs 15 directly purchased stocks and instruments via the Brokerages. Plaintiffs and all Class members were damaged 16 by the same w rongful conduct of Defendants as alleged herein, and the relief sought herein is common to 17 all members of the Class. 18 78. P laintiffs will fairly and adequately represent the interests of the Class because they 19 purchased the Relevant Securities directly from the one or more of the Defendants and have no conflicts 20 with any other me mbers of the Class. Furthermore, Plaintiffs have retained sophisticated and competent 21 counsel who is experienced in prosecuting antitrust class actions, as well as other complex litigati on. 22 79. N umerous questions of law or fact common to the entire Class — incl uding, but not limited 23 to those identified below — arise from Defendants’ anticompetitive and unlawful conduct: 24 a. w hether Defendants combined or conspired with one another to artificially su ppress 25 prices for the Relevant Securities at any time during the Class Period to purchasers in 26 the United States; 27 b. w hether Defendants combined or conspired with one another to fix, raise, maintain, 28 stabilize and/or suppress prices for Relevant Securities at any time during the Class

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1 Period to purchasers in the United States; 2 c. w hether Defendants’ conduct caused the prices of the Relevant Securities, sold or 3 held by the Retail Investors in the United States at any time during the Class Period 4 to be artificially fixed, suppressed, maintained or stabilized; 5 d. w hether Plaintiffs and t he other members of the Class were injured by Defendants’ 6 conduct and, if so, the appropriate Class - wide measure of damages; and 7 e. w hether Plaintiffs and other members of the C lass are entitled to, among other things, 8 injunctive relief, and, if so, the natur e and extent of such relief. 9 80. T hese and other questions of law and fact are common to the Class and predominate over 10 any questions affecting the Class members individually. 11 81. D e fendants have acted on grounds generally applicable to the Class, thereby making f inal 12 injunctive relief appropriate with respect to the Class as a whole. This class action is superior to alternatives, 13 if any, for the fair and efficient adjudication of thi s controversy. Prosecuting the claims pleaded herein as a 14 class action will elimin ate the possibility of repetitive litigation. There will be no material difficulty in the 15 management of this action as a class action. 16 82. T he prosecution of separate actions by individual Class members would create the risk of 17 inconsistent or varying adjudica tions, establishing incompatible standards of conduct for Defendants. 18 FACTUAL ALLEGATIONS 19 83. Retail Investors participate in online financial discussion forums, including but no t limited 20 to Reddit, Facebook, and TikTok. Through these forums, and elsewhere, Re tail Investors are able to trade 21 information about their market observations and help like - minded peers benefit from their research. During 22 the Relevant Period, Retail Invest ors communicated and exchanges information regarding the Relevant 23 Securities, amon g other things. 24 84. B ased on their research, the Retail Investors, through stockbrokers such as the Brokerage 25 Defendants, invested in the Relevant Securities that they believed would increase in price and grow. 26 85. T he Fund Defendants and unnamed co - conspirators purchased and held “short” positions 27 in the Relevant Securities. By the nature of the short positions, the Fund Defendants, the Clearinghouse 28 Defendants and certain unnamed co - conspirators stood to benefit and substantially profit were the prices of

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1 the R elevant Securities to decrease. Short - selling is highly speculative. In a free and open market, there would 2 be substantial financial risk that prices might increase causing t he short sellers to cover the contract at a loss. 3 86. T he Fund Defendants, Clearingho use Defendants and unnamed co - conspirators predicted 4 incorrectly. The Relevant Securities grew in value, exposing the Defendant Funds and Clearing Houses to 5 billions of dolla rs in losses. 6 87. R ather than facing the consequences of their risky bets, the Fund D efendants, Clearinghouse 7 Defendants and their co - conspirators entered into an agreement and conspiracy to prevent the market from 8 operating, to prevent decrease in prices of the Relevant Securities, to avoid their own financial losses and to 9 cause financia l losses to Plaintiffs and the members of the Class. 10 Background 11 88. Retail Investors or individual investors are non - professional investors that execute their 12 personal trades through brokerage firms or investment accounts. 13 89. R etail Investors discuss and exchan ge information regarding investments including the 14 Relevant Secur ities on financial discussion forums on social networking sites like Reddit, Facebook, Twitter, 15 TikTok and Discord. 16 90. M any of the Brokerage Defendants represented to the Retail Investors that t hey were 17 offering free brokerage services to facilitate fair trad ing in the stock market. 18 91. T he Brokerage Defendants are stockbrokers that run online platforms from which Plaintiffs 19 and other Retail Investors directly purchase and sell securities during the Class Period. 20 92. T he Retail Investors identified as early as 2019, that GameStop’s (GME) stock price was 21 lower than they expected it to be based on GameStop’s publicly available financial disclosures and future 22 prospects. 23 93. GameStop , for example, despite being a brick - and - mortar store specializing in video games 24 that can no w be downloaded from a person’s home, possessed ample cash reserves, was regularly paying off 25 its debts and was presented new opportunity with the release of the next generation of gaming pla tforms. 26 Despite this, in 2019, GameStop’s stock was valued as low as $3 per share. Retail Investors correctly deduced 27 that GameStop was undervalued because large financial institutions had taken large short positions, 28 essentially betting on GameStop’s fail ures. Due to GameStop’s low stock price, the Retailer Investors

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1 c orrectly determined GameStop represented a good investment opportunity. 2 94. I n addition to GameStop , Retail Investors invested in the other Relevant Securities based on 3 their valuation and antic ipated business performance. For example, Retail Investors invest ed in Nokia (NOK) 4 because Nokia, which had historically focused its business on the manufacture and sale of mobile phone 5 handsets, had been expanding in other industries, including investing in 5G communication networks, 6 including towers and other infrastr ucture. 7 95. L ike other Retail Investors, Plaintiffs purchased “long” positions in these companies, 8 including stocks, option contracts and other securities. 9 96. I n a free and open market, stock price s are determined by the laws of supply and demand as 10 purchasers and selle rs bid and ask stock prices. As more investors buy a certain stock, and bid up the stock’s 11 prices, the market price for the stock rises. Conversely, as investors sell stock, the stock price is bid down and 12 the market price for the stock declines. 13 97. I f an inv estor has a long position , it means that the investor has bought and owns those 14 shares of stocks (in contrast to a short position, where the investor owes those stocks to someone, but does 15 not actually own them yet). Investors holding long positions general ly own the stock with the expectation 16 that it will rise in value and it will be worth more than they paid for it. When the investor sells a long position, 17 the profit or loss from the same is the difference between the purchase price of the security and the sale 18 price of the security. 19 98. R etail Investors took long positions in the Relevant Securities with the expectation that the 20 stock would increase in value, generally because they believ ed that the respective companies’ business 21 prospects were improving. Inve stors in the Relevant Securities generally believed they were good investment 22 opportunities, and that prices of their securities would rise as can be expected when a market is operati ng 23 freely, without fraud, conspiracy or manipulation. 24 99. I nstitutional inve stors, including the Fund Defendants and unnamed co - conspirators, 25 acquired massive “short” positions in the Relevant Securities. 26 100. A s indicated above, “short” sellers borrow shares of an asset that they believe will fall in 27 price only to buy them after the asset declines in value. Short sellers essentially bet on an asset’s failure rather 28 than its success. Profit is made in the difference between the value lost at the time sold versu s when the time

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1 when the short position is bought. For example, a short s eller borrows a share of Company X (for a fee) 2 from a broker which is presently valued at $10. The short seller immediately sells the share and waits for the 3 value of the share to dro p. The share price then falls to $4. The short seller then purchases the share at the 4 reduced value of $4 and returns it to the lender and earns the difference of $6. Short sales are often time 5 limited. On the other hand, if the price of the share rises to $20, the short seller would need to purchase the 6 share at $20 to return it to the lender, thereby incurring a loss of $10. 7 101. T o a short seller, the more a stock price increases, the greater the loss to the short seller. The 8 theoretical loss to a short inve stor who predicts wrongly is potentially infinite. Should a short seller want to 9 exit a short position in the face of rapidly increasing stock price, they must “buy back” the stock at the higher 10 price to return to the institution they borrowed the share fr om. Risk from bad short selling investments is 11 potentially ruinous and ca tastrophic. 12 102. O n the other hand, an investor who purchases a stock “long” is limited to a maximum loss 13 of the price of an asset potentially decreasing to zero. 14 103. D efendant Melvin Capita l, for example, shorted approximately 140% of GameStop’s total 15 stock. The practice of short selling more shares than exists is itself an illegal practice known as “naked 16 shorting.” In a “naked” short sale, a seller does not borrow or arrange to borrow the necessary securities in 17 time to deliver them to the buyer within the stan dard three - day settlement period. Although abusive “naked” 18 short selling is not defined in the federal securities laws, it refers generally to selling short without having 19 stock avail able for delivery and intentionally failing to deliver stock within the s tandard three - day settlement 20 period. 21 104. A s a result of Retail Investors purchasing long positions in the Relevant Securities, the stock 22 price of these companies began to rise. As the val ue of the Relevant Securities increased, this resulted in a 23 “short squeez e.” 24 105. A short squeeze occurs when a stock or other asset rises sharply in value, distressing short 25 positions in the asset. A short squeeze therefore is when investors in short position s are faced with a rapid 26 increase in the shorted asset’s value, exposing the short seller to increased loss. As the price of the asset rises, 27 short sellers may face pressure to buy back stock to exit their short positions to mitigate their losses. In the 28

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1 a bsence of intervention, as short sellers exit their short positions to bu y back stocks to cover their shorts, 2 the purchase of stock further increases the price of the stock. 3 106. F or example, with regard to GameStop , a popular Reddit user who also creates cont ent on 4 YouTube under the handle Roaring Kitty (“Roaring Kitty”) had reaso n to believe that hedge funds had 5 entered into these short positions with respect to GameStop’s stock. Based on his own financial analysis, 6 Roaring Kitty determined that GameStop was actually undervalued due to coordinated shorting of 7 GameStop by numerous funds and made an initial purchase of $50,000 of GameStop stock and published 8 his investments on the Reddit financial discussion forum WallStreetBets. 9 107. W allStreetBets is a financial d iscussion forum on Reddit. WallStreetBets is characterized by 10 a particula r culture centered around discussion of financial investments and memes. Many users on 11 WallStreetBets are sophisticated, financially savvy Retail Investors with business acumen. 12 108. R oar ing Kitty regularly updated and continued to publish information and anal ysis that 13 GameStop stocks were undervalued. In August 2020, Roaring Kitty posted an in - depth analysis of 14 GameStop’s stock on his YouTube channel, walking his subscribers through his e xtensive analysis of the 15 value proposition of the stock. 16 109. A ttention to GameStop’s stock was not limited to online financial communities and 17 discussion forums. Dr. Michael Burry (who gained fame for his investment decisions in relation with correctly 18 predic ting the 2008 financial crisis as presented in the film The Big Short ) an d his investment firm Scion Asset 19 Management, LLC , spent nearly $15 million to purchase stock in GameStop in 2019 at share prices between 20 $2 and $4.20 per share for a 5% ownership posi tion in GameStop . Retail Investors took notice and 21 GameStop’s price stead ily increased. 22 110. R yan Cohen, the co - founder and former CEO of the pet e - commerce website Chewy.com, 23 invested $76 million and acquired a 12.9% stake in GameStop in 2020. Several Retail Investors were 24 optimistic about Ryan Cohen’s involvement in GameStop , who joined the board of directors on January 11, 25 2021. 26 111. I nstitutional investors, holding large short positions in GameStop’s stock and other Relevant 27 Securities began to push back and at tempted to message on media and elsewhere that the Relevant Securities 28 we re not as valuable as the Retail Investors thought. For example, on January 21, 2021, when GameStop was

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1 valued at approximately $20 per share, Andrew Left, the founder of Citron Resea rch, a capital research and 2 investment firm, gave an interview explaining why he was shorting GameStop . 3 112. I n response, Retail Investors further went long on GameStop and other Relevant Securities. 4 Given the operation of a free and open market, the prices of GameStop and other Relevant Securities was 5 bid up and prices increased. This exposed short sellers in those stocks, including the Fund Defendants, to 6 substantial loses. It was a textbook short squeeze. 7 113. O n January 21, 2021, the Relevant Securities’ stock p rices increased substantially. For 8 example, on January 8, 2021, GameStop’s stock was priced at $17.69 per share. On January 27, 2021, driven 9 by investments from Retail Investors, GameStop’s stock closed at $347.51. Other Relevant Securities 10 experienced sim ilar increases. 11 114. The chart below summarizes the prices of GameStop sto ck from December 28, 2020 12 through January 29, 2021. 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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1 115. The chart below summarizes the prices of Nokia Corporation stock from December 28, 2 2020 through January 29, 2021. 3 4 5 6 7 8 9 10 11 12 13 14

15 116. The c h art below summarizes the prices of American Airlines Group Inc. stock from 16 December 28, 2020 through January 29, 2021. 17 18 19 20 21 22 23 24 25 26 27 28

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1 117. The chart below summarizes the prices of Sundial Growers Inc. stock from December 28, 2 2020 through January 29, 2021. 3 4 5 6 7 8 9 10 11 12 13 14

15 118. The chart b elow summarizes the prices of Naked Brand Group Limited stock from 16 December 28, 2020 through January 29, 2021. 17 18 19 20 21 22 23 24 25 26 27 28

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1 119. The chart below summarizes the prices of AMC Entertainment Holdings, Inc. stock from 2 December 28, 2020 through January 29, 202 1. 3 4 5 6 7 8 9 10 11 12 13

14 120. The chart below summarizes the prices of Koss Corporation stock from December 28, 2020 15 through January 29, 2021. 16 17 18 19 20 21 22 23 24 25 26 27

28

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1 121. The chart below summarizes the prices of Trivago stock from December 28, 2020 through 2 January 29, 2021. 3 4 5 6 7 8 9 10 11 12 13 14 122. The chart below summari zes the pric es of Bed Bath & Beyond stock from December 28, 15 2020 through January 29, 2021. 16 17 18 19 20 21 22 23 24 25 26 27 28

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1 123. The chart below summarizes the prices of Express stock from December 28, 2020 through 2 January 29, 2021. 3 4 5 6 7 8 9 10 11 12 13 14

15 124. The chart below summarizes the prices of Tootsie Roll Industries I nc. stock from December 16 28, 2020 through January 29, 2021. 17 18 19 20 21 22 23 24 25 26 27

28

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1 125. The chart below summarizes the prices of Black B erry stock from December 28, 2020 2 through January 29, 2021. 3 4 5 6 7 8 9 10 11 12 13 14 15

16 126. The tremendous growth in the Relevant Securities’ stock price resulted in signifi cant and 17 potentially disastrous exposure of institutional investors, and hedge funds, including the Fund Defendants 18 and their co - conspirators holding short positions in the Re levant Securities. 19 127. D efendant Citadel Investments, for example, holds a significa nt interest in Defendant Melvin 20 Capital (who h eld an illegal naked 140% short position) and was forced to inject around $3 billion along with 21 another fund, Point72, to bailout Melvin Capital from its distressed short position. 22 128. I n essence, small Retail Inve stors concluded that institutional investors had severely 23 undervalued the Relevant Securities by shorting them, presenting a good investment opportunity. By 24 investing in the u ndervalued Relevant Securities, the Retail Investors were outfoxing Wall Street a t its own 25 game. 26 T he Illegal Scheme 27 129. R ather than use their financial acumen to compete and invest in good opportunities in the 28 market to recoup the loss in their short positions the growth in the Relevant Securities’ prices represented,

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1 or paying the price f or their highly speculative bad bets, Defendants instead hatched an anticompetitive 2 scheme to limit trading in the Relevant Securities. 3 130. A fter the market closed on January 27, 2021, after - hours revealed suspicious coordinated 4 trading activity. After - hours t rading is not available for individual Retail Investors and is restricted to 5 institutional investors such as hedge funds. 6 131. Analytics revealed a significant volume of GME shor t volume immediately prior to the 7 markets opening on January 28, i.e. , after - hour traders were taking more short positions suggesting after - hour 8 traders were trading in anticipation of a GME sell - off. The grey lines in chart below represent the volume 9 of s hort positions in GME. As demonstrated by the grey lines below, the volume of sho rt positions was 10 much higher before January 28, 2021 than any of the prior days and had steadily increased the week prior. 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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1 132. A s described above, Retail Investors cannot engage i n after - hours trading. It is likely that this 2 increase in short volume is the res ult of institutional investors, like the Fund Defendants, taking new short 3 positions. 4 133. T he dramatic increase in short positions was counterintuitive. Chatter in various financ ial 5 discussion forums indicated high excitement and motivation on the part of Ret ail Investors to continue 6 investing in the Relevant Securities. Many Retail Investors announced plans to increase positions in the 7 Relevant Securities on January 28, 2021, whi ch would mean the prices for the Relevant Securities were likely 8 to go further up , not down. 9 T he Events of January 28, 2021 10 134. A s the markets opened on January 28, 2021, Retail Investors woke up to find that the 11 Brokerage Defendants and other unnamed brok erages had suddenly and without notice restricted their ability 12 to buy long posit ions in the Relevant Securities. Pursuant to the anticompetitive scheme, the Brokerage 13 Defendants implemented these changes on or about the same time. It would not have been i n their economic 14 interest to do so, but for the illegal conspiracy. 15 135. R etail Invest ors that used Robinhood as their brokerage could no longer click on the “buy” 16 option for any of the Relevant Securities. The “buy” button was deactivated as a feature, leaving users with 17 no option but to sell their securities. 18 136. D efendant Robinhood addressed the “Why don’t I see a buy button?” question on its website 19 here: https://robinhood.com/us/en/support/articles/why - dont - i - see - a - buy - button/ . It offers three 20 reasons for the b uy button being unavailable on a user’s account. The three reasons are: ( a) “It’s a foreign 21 stock, which we don’t support.” ( b) “It’s an over - the - counter (OTC) stock or a warrant, which Robinhood 22 generally doesn’t support.” ( c) “It’s a stock undergoing corpor ate action. The stock will be tradable again 23 once the corporate action has been f inalized.” Defendant Robinhood’s explanations made little sense, 24 however, because the Relevant Securities were not foreign stocks, OTC stocks or stocks undergoing 25 corporate ac tions during the Class Period. Robinhood does not warn users of any situation whe re it could 26 prevent users from buying stock out of its own volition. This explanation was incomplete and untrue and 27 did not disclose the conspiracy underlying the change. 28

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1 137. Ret ail Investors who had queued purchase orders overnight on January 27, 2021 to pur chase 2 stock when the markets opened on January 28, 2021 discovered that their purchase orders had been cancelled 3 without their consent. Some received messages that claimed , “Yo u canceled your order , ” despite having never 4 having done so. 5 6 7 8 9 10 11 12 13 14 15 16

17 138. T he res trictions on trading took different forms but had the same effect. Retail Investors 18 were prohibited from opening new long positions in the Relevant Securities. In other words, Retail Investors 19 were not permitted to purchase new positions but only permitted to sell their long positions but not buy 20 more. 21 139. On Defendant Robinhood’s web platform and mobile app, Retail Investors were blocked 22 from searching for the Relevant Securities in Robinhood’s app. In fact, their respective ticker symbols were 23 not even searc hable by Retail Investors. The market was essentially shut down with the purpose of benefitting 24 the participants in the conspiracy and with the intent to harm Plaint iffs and the members of the Class. 25 140. D efendant Stash prohibited users from viewing tickers fo r the Relevant Securities, and the 26 pages only displayed loading graphics (shown below) . Other tickers were under no such restriction and were 27 easily searchable on the platform. Be cause of the Stash platform’s design, a Retail Investor who cannot view 28

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1 the page for a part icular asset cannot trade in that asset. As a result, Retail Investors were unable to access 2 the page for the Relevant Securities to open new long positions in the R elevant Securities. 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 141. W hile there had been reports of increasing government attention from th e SEC in relation 19 to these rapidly increasing prices of the Relevant Securities, there was no formal governmental guidance 20 issued to rest rict trading in these stocks in advance of January 28, 2021. 21 142. R eporting throughout January 28, 2021, revealed that the ban on purchasing stock of the 22 Relevant Securities was widespread among brokerages. On information and belief, the Brokerage Defendants 23 adopted similar if not identical restrictions to Retail Investors from opening new positions in all, or at least 24 one or more of the Relevant Securities. It is unlikely that they would have done so, but for the conspiratorial 25 agreement. The marke t was essentially shut down with the purpose of benefitting the participants in the 26 conspiracy and with the intent to harm Plaintiffs and the members of the Class. 27 143. P ursuant to the illegal anticompetitive scheme, the coordinated prohibition on buying any 28 ne w Relevant Securities — through the Brokerage Defendants’ forced foreclosure on Retail Investors from

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1 buy ing Relevant Securities — led to a massive sell - off. This resulted in a steep decline in the stock prices for 2 the Relevant Securities. 3 144. F or example, on Jan uary 28, 2021, GameStop’s stock fell 44.11% and closed at $193.60 per 4 share. Retail Investors who wante d to take advantage of the price drop to buy more stock were unable to 5 due to the coordinated ban on purchasing. 6 145. T he prohibition on purchasing stock did not apply to all investors. Large investment firms 7 such as the Fund Defendants faced no restrictions t o purchasing the Relevant Securities. Whereas Retail 8 Investors were excluded from purchasing securities at the reduced rate. Investment firms holding sho rt 9 positions were permitted to cover their short positions by buying securities at the artificially red uced price. 10 146. T he coordinated prohibition on purchasing placed on Retail Investors quickly resulted in 11 scrutiny from journalists and lawmakers. Defendant R obinhood in particular drew criticism from lawmakers 12 on both sides of the aisle, including calls for Congressional and DOJ investigation s . 13 147. I n response to the events of January 28, 2021, the SEC issued a formal letter that it was 14 investigating the situation on January 29, 2021. 15 148. R obinhood’s conflict - ridden relationship with the Fund Defendants quickly came to light. In 16 addition to its financial interest in Defendant Melvin Capital, it was revealed that Defendant Citadel regularly 17 worked closely with Defendant Robinhood, serving as Defendant Robinhood’s market maker over 60% of 18 the time. 19 149. D efendant Citadel also pays Defendant Robinhood for order flow. Payment for order flow 20 is a kickback that a brokerage firm receives for directing orders to third party - market m akers, like Citadel, for 21 trade execution. 22 150. R eporting revealed that Defendant Citadel had “reloaded” the ir short positions before 23 instructing Defendant Robinhood to prohibit the purchases of GameStop and other stocks. 24 151. E mployees of the Brokerage Defendants b egan to emerge as whistleblowers in online 25 forums. A purported Robinhood employee reported on Reddit th at Robinhood’s founder and other c - level 26 executives had received calls from Defendant Sequoia Capital pressuring Robinhood into restricting trading 27 in on e or more of the Relevant Securities. 28 152. O ther brokerage firms took overt acts in furtherance of th e anticompetitive scheme. Certain

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1 brokerages sold off long positions in stocks without the permission of the investor. 2 153. The Verge reported that several R etail Investors reported that they had purchased and filled 3 orders of GME and AMC on Robinhood, but dis covered that the stock had been sold without their 4 permission on January 28, 2021. Another Retail Investor reported that a purchase of Naked Brand stock 5 (NAKD) had been filled but subsequently sold without their consent. While Robinhood had warned 6 investor s that it may automatically sell off option contracts or assets purchased on margin, these investors 7 denied that they had purchased stocks on margin and did not purchase option contracts. These Retail 8 Investors had purchased cash positions in the Relevant Securities that were sold off without their consent. 9 154. D efendants were aware that they were colluding to manipulate the market. In an interview 10 11 12 13 14 15 16 17 18 given by D efendant Interactive Brokers’ chairman Thomas Peterffy, Mr. Peterffy admitted that Interactive 19 Brokers had restricted trading in order to “protect ourselves.” 20 155. T he anticompetitive conspiracy was authorized, ordered or performed by the Defendants’ 21 respectiv e officers, agents, employees, representatives, or shareholders while actively engaged in the 22 managemen t, direction, or control of the Defendants’ businesses or affairs. 23 156. A t least 18 brokerages together prohibited Retail Investors from opening new positions in 24 GME, AMC and other Relevant Securities on January 28, 2021. Some restricted Retailer Investors from 25 opening new long positions in securities wholesale, whereas others restricted purchasing options only. No 26 brokerages restricted selling of Relevant Secu rities by any investor, whether by a retail investor or large 27 institutional investor. 28

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1 157. N ot all brokerage s banned the purchase of the Relevant Securities. Even in the cases where 2 brokerages were allowing Retail Investors to open new long positions, however, the Clearinghouse 3 Defendants began to raise fees to purchase securities or otherwise instruct brokerage s to not consummate 4 purchase orders. 5 158. B rokerages route trades through clearinghouses which streamlines the trading process. Some 6 brokerages, such as Defen dant Robinhood, serve as their own clearinghouse. By increasing fees to purchase 7 a particular stock, th e clearinghouse can suppress the amount of purchases of that stock and affect the 8 stock’s price. 9 159. T he Clearinghouse Defendants raised the fees for consum mating purchases of the Relevant 10 Securities to the non - conspiring brokerages, further facilitating the Fund Defendants covering of their short 11 positions in furtherance of the conspiracy. 12 160. Nondefendant brokerage SoFi momentarily had trading in the Relevant Secu rities forcibly 13 suspended by Clearinghouse Defendant Apex. 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 //

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1 161. S oFi quickly objected to Defendant Apex’s a ttempt to restrict trading in the Relevant 2 Securities on SoFi’s platform and trading was soon permitted on SoFi without restriction. 3 162. A nthony Denier, the CEO of Defendant Webull Financial LLC, a brokerage which had 4 restricted trading in the Relevant Securit ies, placed the blame squarely on its clearinghouse, Defendant Apex 5 Clearing, for the restrictions on trading the stocks. According to Denier, the collat eral required by Apex for 6 GameStop increased by 100% and Apex had informed him that Webull needed to sh ut off the ability to 7 open new positions in certain stocks. Denier further said that the restrictions originated the morning of 8 January 28, 2021 and was informed that Apex was instructed by the Defendant Depository Trust & Clearing 9 Corporation that it was increasing the collateral needed to settle trades for the Relevant Securities. 10 163. D enier further said that the restrictions originated the morning of Janua ry 28, 2021 and was 11 informed that Defendant Apex was instructed by the Defendant Depository Trust & Cle aring Corporation 12 that it was increasing the collateral needed to settle trades for stocks such as GameStop . 13 164. O ther brokerages such as Defendants Ally Fi nancial Inc., M1 Finance, Tastyworks, and 14 Public.com also reported that Defendant Apex had halted all o pening transactions of GameStop , AMC and 15 Koss, which they blamed for trading restrictions of the Relevant Securities on their platforms. 16 165. S imilarly, Defendant Freetrade blamed Clearinghouse Defendant Barclay’s PLC for its 17 restrictions of the Relevant Secur ities on its platform. 18 166. D efendant Trading212 uses Defendant Interactive Brokers as its intermediary and said 19 Defendant Interactive Brokers was at fault for Defendant Freetrade’s restrictions on the Relevant Securities. 20 167. D efendants’ conspiratorial acts resul ted in lockstep price movements of the Relevant 21 Securities that can only be explained by coordinated lockstep actions by Defendants, in pa rticular when 22 considering Retail Investors were only permitted to sell positions in the Relevant Securities. 23 168. A s demons trated by the charts below, the stock prices of the Relevant Securities moved 24 almost in parallel with each other throughout January 28, 20 21. The charts revealed a coordinated rise in the 25 prices of the Relevant Securities at approximately 11:00 - 11:30 a.m. after the Relevant Securities took a steep 26 dive after the markets opened. At that time, few if any Retail Investors were permitted to purc hase positions 27 in the Relevant Securities and only institutional investors such as the Fund Defendants were permitted to 28 purchase.

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1 2 3 4 5 6 7 8 9 10 11 12 13

14 T he Anticompetitive Scheme is Ongoing 15 169. E ven in the face of increased scrutiny, Defendants continued their anticompetitive scheme 16 to suppress the price of the Relevant Securities. 17 170. P artly as a result of criticism, the Br okerage Defendants nearly all permitted Retail Investors 18 to open new long positions in the Relevant Securities as the market ope ned on January 29, 2021. 19 / / 20 / / 21 / / 22 / / 23 / / 24 / / 25 / / 26 / / 27 / / 28 //

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1 171. Defendant Freetrade, a brokerage based in the United Kingdom, citing conce rns from its 2 foreign exchange provider, restricted trades in United States securities altogether on January 29, 2021, after 3 restricting purchases on January 28, 2021. 4 5 6 7 8 9 10 11 12 172. W hile purchases were permitted, they were heavily restricted by the Brokerage Defendants. 13 Nevertheless, Retail Investors, still believing in the value of these assets, continued to purchase stock in the 14 Relevant S ecurities once they were permitted to. 15 173. Many of the Brokerage Defendants restricted trading of long option contracts and 16 announced t o Retail Investors they would close out their profitable option positions automatically. 17 18 19 20 21 22 23 24 25 26 27 28

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1 174. T he Relevant Securities began to re gain the value lost the prior day as a result of Defendants’ 2 coordinated action to suppress the value of the stocks. 3 175. B ecause the Fu nd Defendants and other unnamed conspirators still had distressed short 4 positions outstanding, this threatened their ill - got ten gains achieved the day before. 5 176. Defendant Robinhood limited users to purchasing a limited amount of stock. With respect 6 to GameStop , for example, Defendant Robinhood first restricted Retail Investors to purchasing only five 7 shares of GameStop , which re sulted in a rapid decline in the value of GameStop . As GameStop’s stock price 8 recovered, Defendant Robinhood further limited purchas es to two shares. 9 10 11 12 13 14 15 177. W hen the value of GameStop again began to recover, Defendant Robinhood later instituted 16 a one share limit to acquisitions of GameStop , further causing the value of GameStop to decrease. 17 178. Brokerage Defendants instituted similar restrictio ns as to other Relevant Securities. 18 19 20 21 22 23 24 25 26 27 28

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1 179. Each artificial limitation in the amount of securities a Retail Investor could purchase 2 correlated with a subsequent decrease in stock value. As purchases of the Relevant Securities were limited, 3 more investors were p ressured to sell who otherwise would not have in the presence of a free and open 4 market. 5 6 7 8 9 10 11 12 13 14 15 16 17 180. T he extent and scope of the c onspiracy is still as of yet unknown. Plaintiffs believe the 18 anticompetitive scheme is ongoing. In the evening of January 29, 2021, Defend ant Robinhood announced it 19 was increasing the number of restricted stocks from 13 to 50. On January 30, 2021, Reuters reported that 20 Defendant IG Group was continuing to suspend trading in the Relevant Securities. 21 CLAIMS FOR RELIEF 22 COUNT ONE

23 CONSPIRACY TO RESTRAIN TRADE IN VIOLATIONOF SECTION 1 OF THE SHERMAN ACT, 24 15 U.S.C. § 1 (Against all Defendants) 25

26 181. Plaintiffs hereby incorporate by reference the factual allegations as set forth above.

27 182. O n information and belief, the Defendants conspired and entered into an anticompetitive 28 scheme to fix, raise, stabilize, maintain or suppress the price of the Relevant S ecurities.

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1 183. F aced with potentially disastrous losses due to their illegal short position, the Fund 2 Defendants, rather than engage in competition, conspired, combined, agreed and colluded with the 3 Brokerage Defendants and Clearinghouse Defendants to restrict purchases in stocks by retailer investors and 4 to manipulate and artificially suppress the price of stock, through which they could cover their short 5 positi ons. 6 184. D efendants conspired and agreed with one another with the intent to artificially lower the 7 pri ce of the relevant stocks. 8 185. D efendants coordinated a collective shutdown of the stock brokerage market with respect 9 to the Relevant Securities, prohibiting m arket participants with the exception of the Fund Defendants from 10 purchasing stock in the Relevant S ecurities. Pursuant to the conspiracy, the restriction of stock purchases 11 resulted in a sell - off of stocks, driving down prices in the Relevant Securities t o levels that would not have 12 been obtained, but for the conspiracy, combination, agreement and restr aint of trade. 13 186. I n furtherance of the conspiracy, combination, agreement and restraint of trade, on January 14 27, 2021, after the close of the stock market an d before the open of the market the next day, the Fund 15 Defendants coordinated and planned increased short volumes in anticipation of short calls on January 28, 16 2021. 17 187. I n furtherance of the conspiracy, combination, agreement and restraint of trade, the 18 Broke rage Defendants have prohibited, continue to prohibit, or unreasonably restrict the purchases of sha res 19 of the Relevant Securities by Plaintiffs in restraint of trade. 20 188. A s a direct and intended result of Defendants contract, combination, agreement and rest raint 21 of trade or conspiracy, Defendants caused injury to Plaintiffs by restricting purchases of Rel evant Securities. 22 The Brokerage Defendants deactivated the buy option on their platforms and left Plaintiffs with no option 23 but to sell shares of the stocks on their platforms. Plaintiffs and Class members, faced with an imminent 24 decrease in the price of t heir positions in the Relevant Securities due to the inability of Retail Investors to 25 purchase shares, were induced to sell their shares in the Relevant Sec urities at a lower price than they 26 otherwise would have, but for the conspiracy, combination, agreem ent and restraint of trade. Additionally, 27 Class members that would have purchased more stock in the Relevant Securities given the upward trend in 28 price coul d not do so.

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1 189. P ursuant to the contract, combination, agreement, conspiracy and restraint of trade, t he 2 Brokerage Defendants permitted the Fund Defendants to purchase stocks at the artificially deflated prices. 3 The Fund Defendants, who were in exposed short positions due to the short squeeze, purchased the 4 artificially price - suppressed stocks to cover the ir short positions. 5 190. N ot all brokerages joined in the anticompetitive scheme with the Brokerage Defendants. To 6 induce compliance and to limit the effects non - complying brokerages could have in disrupting Defendants’ 7 anticompetitive scheme, the Clearinghouse Defendants raised the fees and/or removed the ability to fill 8 purchases of the Relevant Securities to the non - conspiring brokerages, further facilitating t he Fund 9 Defendants covering of their short positions in furtherance of the conspiracy. 10 191. D efendants’ anticompetitive and unlawful conduct is per se illegal. 11 192. A s a direct and proximate result of Defendants’ unlawful conduct, Plaintiffs and Class 12 members were injured in their business and property. 13 193. P laintiffs and the Class further seek equitable and injuncti ve relief pursuant to Section 16 of 14 the Clayton Act, 15 U.S.C. § 26, and other applicable law, to correct the anticompetitive effects caused by 15 Defendants’ unlawful conduct. 16 COUNT TWO

17 CONSPIRACY TO RESTRAIN TRADE IN VIOLATION OF THE CALIFORNIA CARTWRIGHT ACT, 18 CAL. BUS. & PROF. CODE § 16700 et seq. (Against all Defendants) 19 20 194. P laintiffs hereby incorporate by reference the factual allegations as set forth abov e. 21 195. O n information and belief, the Defendants and their conspirators entered into an unlawful 22 agreement and engaged in a continuing unlawful trust in restraint of trade and commerce as described herein 23 in violation of California Business and Professions Cod e § 16720 to fix, stabilize, maintain or suppress the 24 price of the Relevant Securities. 25 196. F aced with potentially disastrous losses due to their illegal short position, the Fund 26 Defendants, rather than engage in competition, conspired, combined, agreed and co lluded with the 27 Brokerage Defendants and Clearinghouse Defendants to restrict purchases in st ocks by retailer investors and 28 to manipulate and artificially suppress the price of stock, through which they could cover their short

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1 positions. 2 197. D efendants conspi red and agreed with one another with the intent to artificially lower the 3 price of the Releva nt Securities. Defendants agreed to pool, combine or directly or indirectly unite their 4 interests such that the price of the Relevant Securities would be fixed, st abilized, maintained, suppressed. 5 198. D efendants coordinated a collective shutdown of the stock b rokerage market with respect 6 to the Relevant Securities prohibiting market participants with the exception of the Fund Defendants from 7 purchasing stock in the Rele vant Securities. Pursuant to the conspiracy, the restriction of stock purchases 8 resulted in a sell - off of stocks, driving down prices in the Relevant Securities to levels that would not have 9 been obtained, but for the conspiracy, combination, agreement and restraint of trade. 10 199. I n furtherance of the unlawful trust and restraint of trade, on January 27, 2021, after the close 11 of the stock market and before the open of the market the next day, the Fund Defendants coordinated and 12 planned increased short volumes in anticipation of short calls on January 28, 2021. 13 200. I n furtherance of the unlawful trust and restraint of trade, the Brokerage Defendants have 14 prohibited, restricted, and continue to prohibit and unreasonably restrict the purchases of shares of the 15 Relevan t Securities by Plaintiffs in restraint of trade. 16 201. A s a direct and intended result of Defenda nts’ unlawful trust and restraint of trade, 17 Defendants caused injury to Plaintiffs by restricting purchases and sales of shares Relevant Securities. The 18 Brokerage Defendants deactivated the buy option on their platforms and left Plaintiffs with no option b ut 19 to sell shares of the stocks on their platforms. Plaintiffs and Class members, faced with an imminent decrease 20 in the price of their positions in the Relevant S ecurities due to the inability of Retail Investors to purchase 21 shares, were induced to sell t heir shares in the Relevant Securities at a lower price than they otherwise would 22 have, but for the conspiracy, combination, agreement and restraint of trade. Addi tionally, Class members 23 that would have purchased more stock in the Relevant Securities given the upward trend in price could not 24 do so. 25 202. P ursuant to the unlawful trust and restraint of trade, the Brokerage Defendants permitted 26 the Fund Defendants to purch ase stocks at the artificially deflated prices. The Fund Defendants, who were 27 in exposed shor t positions due to the short squeeze, purchased the artificially price - suppressed stocks to 28 cover their short positions.

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1 203. N ot all brokerages joined in the anticompe titive scheme with the Brokerage Defendants. To 2 induce compliance and to limit the effects no n - complying brokerages could have in disrupting Defendants’ 3 anticompetitive scheme, the Clearinghouse Defendants raised the fees for consummating purchases of the 4 relevant stocks to the non - conspiring brokerages, further facilitating the Fund Defendants co vering of their 5 short positions in furtherance of the conspiracy. 6 204. A s a direct and proximate result of Defendants’ unlawful conduct, Plaintiffs and Class 7 members w ere injured in their business and property. 8 205. P laintiffs and the Class seek treble damages and their cost of suit, including attorneys’ fee, 9 equitable and injunctive relief pursuant to California Business and Professions Code § 16750(a), and other 10 applicable law, to correct the anticompetitive effects caused by Defendants’ unlawful conduct. 11 COUNT TH REE 12 UNFAIR COMPETITION IN VIOLATION OF CALIFORNIA BUSINESS AND PROFESSIONS CODE § 17200 et seq. 13 (Against All Defendants) 14

15 206. Plaintiffs hereby repeat and incorporate by reference each preceding and succeeding 16 paragraph as though fully set forth herein. 17 207. T he C alifornia Unfair Competition Law (“UCL”) codified at California Business and 18 Professions Code § 17200 et seq . prohibits any unlawful, unfair or fraudulent business practices and unfair, 19 deceptive, untrue or misleading advertisement. 20 208. U nder California Business and Professions Code § 17200 et seq ., a business act or practice is 21 “unlawful” if it violates any established state or federal law. 22 209. D efendants engaged in an un lawful contract, combination or conspiracy in the restraint of 23 trade to artif icially suppress the stock price of the Relevant Securities. 24 210. B rokerage Defendants violated the UCL by engaging in unlawful, unfair, and fraudulent 25 business acts or practices in fu rtherance of the conspiracy, including but not limited to: (a) knowingly and 26 intentionally prohibiting Retailer Investors from purchasing any Relevant Securities; (b) forcing Retail 27 Investors to sell their Relevant Securities by deactivating several featur es on their platforms; and (c) selling 28 Retail Investors’ Relevant Securities without their consent.

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1 211. T he Clearinghouse Defendants violated the UCL by engaging in unlawful, unfair, and 2 fraudulent business acts or practices in furtherance of the conspiracy b y increasing fees and inducing 3 brokerages to restrict trading in the Relevant Securities to Retail Investors. 4 212. T he Fund Defendants, by engaging in unlawful, unfair, and fraudulent business acts or 5 practices in furtherance of the conspiracy by directing the Brokerage Defendants and Clearinghouse 6 Defendants to restrict trading in the Relevant Securities to Retail Investors in order to artificially suppress 7 the share price of the Relevant Securities. 8 213. D efendants engaged in and continue to engage in exclusionary, anticompetitive conduct that 9 is deleterious to consumers and to the benefit of Defendants. 10 COUNT FOUR 11 DISSEMINATION OF UNTRUE AND MISLEADING PUBLIC STATEMENTS IN VIOLATION OF CALIFORNIA BUSINESS 12 AND PROFESSIONS CODE § 17500 et seq . (Against All Defendan ts) 13

14 214. Plaintiffs hereby repeat and incorporate by reference each preceding and succeeding 15 paragraph as though fully set forth herein. 16 215. D efendants violated the California Business and Professions Code § 17500 et seq . by making 17 or disseminating, or causing to be made or disseminated, before the public, untrue or misleading statements 18 in connection with the sale of goods or services, that Defendants knew or should have known were untrue 19 or misleading, including but not limited to statements concerning the reliab ility, fairness, and accuracy of the 20 value of the Relevant Secur ities, and continue to do so with the intent to induce the Retail Investors to sell 21 their shares of the Relevant Securities at artificially suppressed prices. 22 216. B rokerage Defendants executed tra des on their customers’ behalves without their consent 23 and made false and misleading statements regarding the reasons for executing such trades. 24 217. F und Defendants made misstatements about their role in the conspiracy to the public. 25 218. C learinghouse Defendants made misleading statements to the public about their 26 involvement in the conspiracy while demanding significantly more collateral from member brokers to 27 facilitate the conspiracy. 28

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1 COUNT FIVE 2 BREACH OF THE IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING (A gainst the Brokerage Defendants) 3 4 219. Plaintiffs hereby repeat and incorporate by reference each preceding and succeeding 5 paragraph as though fully set forth herein. 6 220. P laintiffs and members of the Class entered into agreements with the Brokerage Defendants. 7 The y agreed to Brokerage Defendants’ Terms and Conditions by u sing the Brokerage Defendants’ websites, 8 apps and trading platforms. 9 221. P laintiffs and members of the Class fulfilled and performed their obligations under these 10 contracts by adhering to their terms and using Brokerage Defendants’ trading services through it s website 11 and trading platform. 12 222. T he Brokerage Defendants made the implied promise that they would not do anything to 13 unfairly interfere with the rights of any other party to receive the benefits of the contract. 14 223. T he Brokerage Defendants did not act in goo d faith or with honesty of purpose. To the 15 contrary, they acted with the intention of misleading or taking unfair advantage of plaintiffs and the Class. 16 The Brokerage Defendants was obligated to pr ovide the trading services required under those contracts a t 17 all times, including but not limited to, trades for Relevant Securities. 18 224. W hen initially signing up to use the Brokerage Defendants’ websites, apps and trading 19 platforms, Plaintiffs and all those similarly situated could and actually did trade in the Rel evant Securities. 20 225. T he Brokerage Defendants unfairly interfered with the rights of Plaintiffs to receive the 21 benefits of the agreements by, among other things: (i) failing to provide services necess ary to carry out a 22 trade; (ii) failing to provide certain t rading services whatsoever; (iii) failing to inform individuals in a timely 23 member of the drastic changes in trading abilities; and (iv) prohibiting plaintiffs from buying Relevant 24 Securities for t he Brokerage Defendants own interest and not disclosing tho se interest to Plaintiffs and all 25 Class members. 26 226. T he Brokerage Defendants’ conduct has caused Plaintiffs and members of the Class harm, 27 losses, and damages. 28

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1 COUNT SIX 2 NEGLIGENCE (Against the Brok erage Defendants) 3 4 227. Plaintiffs hereby repeat and incorporate by reference each preceding and succeeding 5 paragraph as though fully set forth herein. 6 228. T he Brokerage Defendants had a common law duty to exercise reasonable care in conducting 7 and facilitating tra nsactions for its customers. 8 229. T he Brokerage Defendants had a common law duty to exercise reasonable care in providing 9 trades on the free and open market for its customers. 10 230. T he Brokerage Defendants unlawfully breached their duties by, among other things, (i) 11 removing the Relevant Securities without n otice from their websites, apps and trading platforms; (ii) failing 12 to provide financial services related to Relevant Securities; and (iii) failing to notify Retail Investors in a timely 13 manner of the prohibition in purchasing of the Relevant Securities. 14 231. T he Brokerage Defendants’ conduct departed from the ordinary standard of care expected 15 of a stockbroker. If volatility was truly a concern, trading entirely should have been halted in the Relevant 16 Securities. Inste ad, the Brokerage Defendants permitted Reta il Investors to only sell their positions in the 17 Relevant Securities. Further, non - Retail Investors were permitted to trade in the Relevant Securities without 18 restriction. 19 232. T he Brokerage Defendants breached their d uty of care to the Retail Investors by sele ctively 20 restricting purchases of Relevant Securities to the Retail Investors who wanted to purchase more stock in 21 the Relevant Securities. 22 233. B rokerage Defendants negligent and wrongful breaches of its duties owed to Plaintiffs and 23 Class members proximately c aused losses and damages that would not have occurred but for the Brokerage 24 Defendants’ gross breach of their duty of care. 25 234. P laintiffs and Class members suffered actual injury as a result of Brokerage Defendants’ 26 breach of their duty. 27 235. P laintiffs and Class members’ injury was proximately and directly caused by Brokerage 28 Defendants breach of their duty.

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1 COUNT SEVEN 2 NEGLIGENCE PER SE ( Against Brokerage Defendants ) 3 4 236. Plaintiffs hereby repeat and incorporate by reference each preceding and succeeding 5 paragraph as though fully set forth herein. 6 237. T he Brokerage Defendants had a statutory duty to exercise reasonable care in conducting 7 and facilitating transactions for its customers. 8 238. T he Brokerage Defendants had a statutory dut y to exercise reasonable care i n providing 9 trades on the free and open market for its customers. 10 239. T he Brokerage Defendants unlawfully breached their duties by, among other things, (i) 11 removing the Relevant Securities without notice from their websites, apps and trading platforms; (ii) fa iling 12 to provide financial services related to Relevant Securities; and (iii) failing to notify Retail Investors in a timely 13 manner of the prohibition in purchasing of the Relevant Securities. 14 240. T he Brokerage Defendants’ conduc t departed from the ordinary st andard of care expected 15 of a stockbroker. If volatility was truly a concern, trading entirely should have been halted in the Relevant 16 Securities. Instead, the Brokerage Defendants permitted Retail Investors to only sell their positions in the 17 Relevant Secu rities. Further, non - Retail Investors were permitted to trade in the Relevant Securities without 18 restriction. 19 241. T he Brokerage Defendants breached its duty of care by selectively restricting purchases of 20 Relevant Securities to t he Retail Investors who wanted to purchase more stock in the Relevant Securities. 21 242. T he Brokerage Defendants’ negligent and wrongful breaches of the duties owed to Plaintiffs 22 and Class members proximately caused losses and damages that would not have occurre d but for the 23 Brokerage Defenda nts’ gross breach of their duty of care. 24 243. P laintiffs and Class members suffered actual injury as a result of Brokerage Defendants’ 25 breach of their duty. 26 244. P laintiffs and Class members’ injury was proximately and directly caused by Brokerage 27 Defendants’ breac h of their duties. 28

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1 COUNT EIGHT 2 BREACH OF FIDUCIARY DUTY ( Against Brokerage Defendants ) 3 4 245. Plaintiffs hereby repeat and incorporate by reference each preceding and succeeding 5 paragraph as though fully set forth herein. 6 246. A s licens ed providers of financial servi ces, the Brokerage Defendants at all relevant times 7 herein were fiduciaries to the Plaintiffs and Class members and owed them the highest good faith and 8 integrity in performing its financial services on their behalf. Each Bro kerage Defendant also acted as a 9 fiduciary to each and every customer who agreed to their respective terms and conditions. 10 247. T he Brokerage Defendants breached their fiduciary duties to Plaintiff and Class members 11 by, among other things, failing to disclose t hat its platform was going to r emove Relevant Securities purchases 12 in a timely manner; actually removing Relevant Securities; removing Relevant Securities for their own 13 pecuniary benefits; misrepresenting and omitting material information; that the Brokera ge Defendants failed 14 to provide access to its financial services in a timely manner; that Brokerage Defendants failed to comply 15 with all applicable legal, regulatory, and licensing requirements; and that Brokerage Defendants failed to 16 exercise trades and a ctions requested by customers i n a complete and timely manner. 17 248. T he Brokerage Defendants’ conduct has caused the Plaintiffs and Class members’ harm, 18 losses, and damages and continues to expose them to harm because the Brokerage Defendants continue to 19 breach their fiduciary duties. 20 COUNT NINE 21 CONSTRUCTIVE FRAUD ( Against Brokerage Defendants ) 22 23 249. Plaintiffs hereby repeat and incorporate by reference each preceding and succeeding 24 paragraph as though fully set forth herein. 25 250. T he Brokerage Defendants had a duty to exe rcise reasonable care in conducting and 26 facilitating securities transactions for its customers. 27 251. T he Brokerage Defendants owed the Plaintiffs and Class members a fiduciary duty to fully 28 disclose material facts as relates to their brokerage relationship.

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1 252. T he Brokerage Defendants rep resented to Plaintiffs and Class members that they were 2 brokerage services offering free and fair trading in the stock market. 3 253. P laintiffs and Class members chose to use the Brokerage Defendants websites, apps and 4 trading platforms in part due to assurances that they would be able to trade on the stock market. 5 254. T he Brokerage Defendants subsequently and selective restricted and limited the securities 6 that Plaintiffs and Class members were able to buy on their websites, apps and trading platforms, contrary 7 to their representations. 8 255. P laintiffs and Class members’ reliance on the Brokerage Defendants’ false representations 9 were substantial factors in causing Plaintiffs’ harm as they were prohibited from trading freely given the 10 Brokerage De fendants’ re strictions. 11 PRAYER FOR JUDGMENT 12 WHEREFORE , Plaintiff s request that the Court enter judgment on their behalf and on behalf of 13 the Class defined herein, by adjudging and decreeing that: 14 256. T his action may proceed as a class action, with Plaintiffs s erving as Cl ass Representatives, 15 and with Plaintiffs’ counsel as Class Counsel; 16 257. Defendants have contracted, combined, and conspired in violation of Section 1 of the 17 Sherman Act, 15 U.S.C. § 1, and that Plaintiffs and the Class have been injured in their bu siness and p roperty 18 as a result of Defendants’ violations; 19 258. P laintiffs and the Class are entitled to pre - judgment and post - judgment interest on the 20 damages awarded them, and that such interest be awarded at the highest legal rate from and after the date 21 thi s class acti on complaint is first served on Defendants; 22 259. D efendants are to be jointly and severally responsible financially for the costs and expenses 23 of a Court - approved notice program through post and media designed to give immediate notification to the 24 C lass; 25 260. P laint iffs and the Class recover their costs of this suit, including reasonable attorneys’ fees as 26 provided by law; 27 261. P laintiffs and the Class are entitled to equitable relief appropriate to remedy Defendants’ past 28 and ongoing restraint of trade, inclu ding:

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1 a. A judi cial determination declaring the rights of Plaintiffs and the Class, and the 2 corresponding responsibilities of Defendants; 3 b. I ssuance of a permanent injunction against Defendants and their parents, 4 subsidiaries, affiliates, successors, transferee s, assignees and the respective officers, directors, 5 partners, agents, and employees thereof and all other persons acting or claiming to act on 6 their behalf from continuing and maintaining the conspiracy or agreements herein; 7 c. A constructive trust over any ill - gotten p roperty or assets, including but not limited 8 to stocks in the Relevant Securities received as a result of the conspiracy or agreement or 9 other wrongful conduct as alleged herein; 10 262. P laintiffs and the Class receive such other or further relief as may be just and proper. 11 / / 12 / / 13 / / 14 / / 15 / / 16 / / 17 / / 18 // 19 // 20 // 21 // 22 // 23 // 24 // 25 // 26 // 27 // 28 //

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1 JURY TRIAL DEMANDED 2 Pursuant to Federal Rule of Civil Procedure 38(b), Plaintiffs demand a trial by jury of all the claims 3 asserted in this Complaint so triable. 4 D ated: February 4 , 2021 By: /s/ Eric Lechtzin Eric Lechtzin 5

6 Eric Lechtzin (State Bar No. 248958 ) Marc H. Edelson ( Pro Hac Vice to be applied for) 7 EDELSON LECHTZIN LLP 3 Terry Drive, Suite 205 8 Newtown, PA 18940 Telephone: (215) 867 - 2399 9 Facsimile: (267) 685 - 0676 Em ail: electzin@edelson - law.com 10 medelson@edelson - law.com

11 Joshua Grabar ( Pro Hac Vice to be applied for) GRABAR LAW OFFICE 12 One Liberty Place 1650 Market Street, Suite 3600 13 Phil adelphia, PA 19103 Telephone: (267) 507 - 6085 14 Facsimile: (267) 507 - 6048 Email: [email protected] 15 Counsel for Individual and Representative Plaintiffs 16 Sabrina Clapp and Denise Redfield

17 18

19

20 21 22 23 24 25 26 27 28

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