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Case 3:16-cv-06633-JD Document 1 Filed 11/16/16 Page 1 of 14

Laurence M. Rosen, Esq. (SBN 219683) 1 THE ROSEN LAW FIRM, P.A. 2 355 South Grand Avenue, Suite 2450 Los Angeles, CA 90071 3 Telephone: (213) 785-2610 Facsimile: (213) 226-4684 4 Email: [email protected] 5 Counsel for 6 7 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF 8 RUBEN PERALES, Individually and on behalf 9 of all others similarly situated, CLASS ACTION FOR 10 VIOLATIONS OF THE FEDERAL Plaintiff, SECURITIES LAWS 11 v. DEMANDED 12 13 TERRAVIA HOLDINGS, INC., JONATHAN S. WOLFSON, APU MODY, and TYLER W. 14 PAINTER,

15 . 16 17 18 Plaintiff Ruben Perales (“Plaintiff”), individually and on behalf of all other persons 19 similarly situated, by Plaintiff undersigned attorneys, for Plaintiff’s complaint against 20 Defendants (defined below), alleges the following based upon personal knowledge as to Plaintiff 21 and Plaintiff’s own acts, and information and belief as to all other matters, based upon, inter alia, 22 the investigation conducted by and through Plaintiff’s attorneys, which included, among other 23 things, a review of the Defendants’ public documents, announcements, United States Securities 24 and Exchange Commission (“SEC”) filings, wire and press releases published by and regarding 25 TerraVia Holdings, Inc. (“TerraVia” or the “Company”), analysts’ reports and advisories about 26 the Company, and information readily obtainable on the Internet. Plaintiff believes that 27 28 - 1 - CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS Case 3:16-cv-06633-JD Document 1 Filed 11/16/16 Page 2 of 14

1 substantial evidentiary support will exist for the allegations set forth herein after a reasonable 2 opportunity for . 3 NATURE OF THE ACTION 4 1. This is a federal securities class action on behalf of a class consisting of all 5 persons other than Defendants who purchased or otherwise acquired TerraVia securities between 6 August 8, 2016 and November 7, 2016, both dates inclusive (the “Class Period”), seeking to 7 recover compensable caused by Defendants’ violations of the federal securities laws 8 and to pursue remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 9 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder. 10 AND 11 2. The claims asserted herein arise under and pursuant to Sections 10(b) and 20(a) of 12 the Exchange Act (15 U.S.C. §§78j(b), 78b-1 and 78t(a)) and Rule 10b-5 promulgated 13 thereunder by the SEC (17 C.F.R. §240.10b-5). 14 3. This Court has jurisdiction over the subject matter of this action pursuant to 28 15 U.S.C. §1331 and Section 27 of the Exchange Act (15 U.S.C. §78aa). 16 4. Venue is proper in this District pursuant to Section 27 of the Exchange Act (15 17 U.S.C. §78aa), and 28 U.S.C. §1391(b) as the Company maintains its headquarters and 18 conducts business in this District. 19 5. In connection with the acts, conduct, and other wrongs alleged in this Complaint, 20 Defendants, directly or indirectly, used the means and instrumentalities of interstate commerce, 21 including but not limited to, the United States mails, interstate telephone communications and 22 the facilities of the national securities exchange. 23 PARTIES 24 6. Plaintiff Ruben Perales, as set forth in the accompanying certification, 25 incorporated by reference herein, purchased TerraVia securities at artificially inflated prices 26 during the Class Period and has been damaged thereby. 27 28 - 2 - CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS Case 3:16-cv-06633-JD Document 1 Filed 11/16/16 Page 3 of 14

1 7. TerraVia is a company that creates and sells food, nutrition, and 2 specialty ingredients from algae. Its platform uses microalgae to produce high-value triglyceride 3 oils, proteins, fibers, micronutrients, and other ingredients. The Company offers products, such 4 as specialty food and nutrition ingredients, animal nutrition ingredients, and specialty personal 5 care ingredients, as well as consumer-focused food products. The company was formerly known 6 as Solazyme, Inc. and changed its name to TerraVia Holdings, Inc. in May 2016. TerraVia was 7 incorporated in Delaware in 2003 and is headquartered at 225 Gateway Boulevard, South San 8 Francisco, CA 94080. The Company’s common stock is listed on the NASDAQ Global Select 9 Market (“NASDAQ”) under the ticker symbol “TVIA.”. 10 8. Defendant Jonathan S. Wolfson (“Wolfson”) is a co-founder and the Chairman of 11 the board of directors during the entire Class Period. Wolfson was TerraVia’s Chief Executive 12 Officer (“CEO”) from 2008 to on or about August 21, 2016. 13 9. Defendant Apu Mody (“Mody”) is the CEO of TerraVia since on or about August 14 22, 2016 through the end of the Class Period. 15 10. Defendant Tyler W. Painter (“Painter”) is the Chief Financial Officer (“CFO”) 16 since 2007 and Chief Operating Officer (“COO”) of TerraVia since 2014. 17 11. Defendants Wolfson, Mody and Painter are sometimes collectively referred to 18 herein as “Individual Defendants.” 19 12. Each of the Individual Defendants: 20 (a) directly participated in the management of the Company; 21 (b) was directly involved in the day-to-day operations of the Company at the 22 highest levels; 23 (c) was privy to confidential proprietary information concerning the Company 24 and its business and operations; 25 (d) was involved in drafting, producing, reviewing and/or disseminating the 26 false and misleading statements and information alleged herein; 27 28 - 3 - CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS Case 3:16-cv-06633-JD Document 1 Filed 11/16/16 Page 4 of 14

1 (e) was aware of or recklessly disregarded the fact that the false and 2 misleading statements were being issued concerning the Company; and 3 (f) approved or ratified these statements in violation of the federal securities 4 laws. 5 13. TerraVia is liable for the acts of the Individual Defendants and their employees 6 under the doctrine of respondeat superior and principles of agency because all of 7 the wrongful acts complained of herein were carried out within the scope of their employment. 8 14. The scienter of the Individual Defendants and other employees and agents of 9 TerraVia are similarly imputed to TerraVia under respondeat superior and agency principles. 10 15. Defendants TerraVia, Wolfson, Mody, and Painter are referred to herein as 11 “Defendants.” 12 SUBSTANTIVE ALLEGATIONS 13 Materially False and Misleading Statements 14 16. The Company provides the following descriptions of its products on its official 15 website: 16 • Our microalgae-based protein platform leverages fermentation technology to 17 produce highly nutritious, naturally derived, minimally processed ingredients with 18 outstanding consistency.1 19 • AlgaVia® Whole Algae Ingredients provide an array of benefits that can make 20 reduced-fat foods taste richer, vegan protein fortification simpler and the 21 reduction of saturated fat with great taste and texture possible. Experience a food 22 revolution that makes the future bolder and brighter.2 23 • AlgaVia® Whole Algae Ingredients help make delicious foods that are better for 24 people and inspire solutions for a better planet.3 25 26 1 http://algavia.com/wp-content/uploads/2014/11/ProteinRich.pdf 27 2 http://algavia.com/ 3 28 http://algavia.com/ - 4 - CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS Case 3:16-cv-06633-JD Document 1 Filed 11/16/16 Page 5 of 14

1 • [Lipid Rich Whole Algae] Deliver healthier, indulgent products without 2 compromise.4 3 • AlgaVia® Protein-Rich Whole Algae is vegan, free of known allergens and 4 gluten-free—with additional fiber, lipids, carbohydrates and micronutrients.5 5 • AlgaVia® Protein-Rich Whole Algae delivers a unique set of functional and 6 nutritional benefits.

7 o Whole food ingredient 8 o Free of known allergens 9 o Sustainable, naturally-derived 10 o Contains all essential amino acids 11 o Adds dietary fiber, healthy lipids¹ and micronutrients to food products 12 o Gluten-free, non-GMO and vegan 13 o Manufactured in the U.S. 14 o FDA GRAS No Questions Letter received 15 o High protein digestibility 16 o Zero to minimal impact on the texture or viscosity of a finished product 6 17 o Stable in a variety of temperatures and pH conditions 18 (Emphasis added). 19 17. On August 8, 2016, the Company filed a quarterly report on Form 10-Q with the 20 SEC announcing the Company’s financial and operating results for the quarter ended June 30, 21 2016 (the “2Q 2016 10-Q”). The 2Q 2016 10-Q was signed by Defendant Painter. The 2Q 2016 22 10-Q contained signed certifications pursuant to the Sarbanes-Oxley Act of 2002 (“SOX”) by 23 Defendants Wolfson and Patiner attesting to the accuracy of financial reporting, the disclosure of 24 any material changes to the Company’s internal controls over financial reporting, and the 25 disclosure of all fraud. The 2Q 2016 10-Q stated in relevant part:

26

4 27 http://algavia.com/ingredients/ 5 http://algavia.com/ingredients/ 6 28 http://algavia.com/ingredients/proteins/ - 5 - CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS Case 3:16-cv-06633-JD Document 1 Filed 11/16/16 Page 6 of 14

Our food oils are formulated to offer a variety of functional benefits such as 1 enhanced structuring capabilities and stability while providing robust formulation 2 and process flexibility. These food oils have the potential to improve upon conventionally utilized specialty fats and oils and our high oleic algae oil has 3 received an FDA generally recognized as safe (GRAS) "No Questions" letter. Currently, these oils are commercially available in our AlgaWise® branded food 4 oil platform and in our consumer culinary oil Thrive® brand. In addition, we have 5 developed novel methods of preparing powdered forms of triglyceride oils and vegan proteins, and our powdered ingredients are composed of unmodified whole 6 algae cells. AlgaVia® Lipid Powder (commonly known as whole algae flour) and ® 7 AlgaVia Protein (commonly known as whole algae protein) are whole algae ingredients that can improve the nutritional profile of foods and beverages. 8 AlgaVia®Lipid Powder is a new fat source that allows for the reduction or replacement of dairy fats, oils, and eggs. AlgaVia® Protein is a new vegan source 9 of protein that is free of known allergens and gluten. Both AlgaVia®Lipid Powder 10 and Protein can be used across a range of applications such as beverages (ready- to-drink and powdered), bakery, snacks, bars, dressings, sauces and frozen 11 desserts and have received FDA GRAS “No Questions” letters. In May 2016, we and Bunge announced that we launched a native, whole algae DHA, 12 docosahexaenoic acid, a long chain omega-3 fatty acid as a sustainable specialty 13 feed ingredient, prioritizing the aquaculture market.

14 18. On November 4, 2016, the Company filed a quarterly report on Form 10-Q with 15 the SEC announcing the Company’s financial and operating results for the quarter ended 16 September 30, 2016 (the “3Q 2016 10-Q”). The 3Q 2016 10-Q was signed by Defendant Painter. 17 The 3Q 2016 10-Q contained signed SOX certifications by Defendants Mody and Patiner 18 attesting to the accuracy of financial reporting, the disclosure of any material changes to the 19 Company’s internal controls over financial reporting, and the disclosure of all fraud. The 3Q 20 2016 10-Q stated in relevant part: 21

22 Our food oils are formulated to offer a variety of functional benefits such as enhanced structuring capabilities and stability while providing robust formulation 23 and process flexibility. These food oils have the potential to improve upon 24 conventionally utilized specialty fats and oils and our high oleic algae oil has received an FDA generally recognized as safe (GRAS) "No Questions" letter. 25 Currently, these oils are commercially available in our AlgaWise®branded food oil platform and in our consumer culinary oil Thrive® brand. In addition, we have 26 developed novel methods of preparing powdered forms of triglyceride oils and 27 vegan proteins, and our powdered ingredients are composed of unmodified whole algae cells. AlgaVia® Lipid Powder (commonly known as whole algae flour) and 28 - 6 - CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS Case 3:16-cv-06633-JD Document 1 Filed 11/16/16 Page 7 of 14

AlgaVia® Protein (commonly known as whole algae protein) are whole algae 1 ingredients that can improve the nutritional profile of foods and beverages. ® 2 AlgaVia Lipid Powder is a new fat source that allows for the reduction or replacement of dairy fats, oils, and eggs. AlgaVia® Protein is a new vegan source 3 of protein that is free of known allergens and gluten. Both AlgaVia® Lipid Powder and Protein can be used across a range of applications such as beverages (ready-to- 4 drink and powdered), bakery, snacks, bars, dressings, sauces and frozen desserts 5 and each ingredient received a FDA GRAS “No Questions” letter. In May 2016, we and Bunge announced that we launched a native, whole algae DHA, 6 docosahexaenoic acid, a long chain omega-3 fatty acid as a sustainable specialty 7 feed ingredient, prioritizing the aquaculture market.

8 19. The statements contained in ¶¶ 16-18 were materially false and/or misleading 9 when made because Defendants failed to disclose or indicate that: (1) TerraVia’s products 10 caused gastrointestinal distress, such as nausea and vomiting; and (2) as a result, Defendants’ 11 statements about TerraVia’s business, operations, and prospects were false and misleading 12 and/or lacked a reasonable basis at all relevant times. 13 The Truth Emerges 14 20. On November 7, 2016, Bloomberg published an article entitled “Soylent Thinks It 15 Found What Was Making People Sick: Algae”, stating that Rosa Foods, Inc.’s flagship meal 16 replacement drink, Soylent, contains an algal flour ingredient provided by TerraVia that causes 17 consumers to become sick, namely nausea vomiting, and that Rosa Foods will be removing the 18 ingredient altogether from its product formulations by early 2017. Despite TerraVia Senior Vice 19 President Mark Brooks’ adamant denial that TerraVia’s algal flour was 20 responsible, Bloomberg further reported that TerraVia sent a letter in July to a distributor of 21 Honey Stinger, a Colorado energy bar company owned by EN-R-G Foods, LLC, “warning that 22 it had received a ‘modest number of reports’ showing that algal protein can cause 23 ‘gastrointestinal distress,’ according to a copy seen by Bloomberg”—similar ailments to 24 those reported by Soylent customers. (Emphasis added) 25 21. On this news, shares of TerraVia’s fell $0.15 per share or over 8% to close at 26 $1.70 per share on November 7, 2016, damaging investors. 27 28 - 7 - CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS Case 3:16-cv-06633-JD Document 1 Filed 11/16/16 Page 8 of 14

1 22. As a result of Defendants’ wrongful acts and omissions, and the precipitous 2 decline in the market value of the Company's securities, Plaintiff and other Class members have 3 suffered significant losses and damages. 4 CLASS ACTION ALLEGATIONS 5 23. Plaintiff brings this action as a class action pursuant to Federal Rules of Civil 6 Procedure 23(a) and (b)(3) on behalf of a Class, consisting of all those who purchased or 7 otherwise acquired TerraVia securities traded on NASDAQ during the Class Period; and were 8 damaged upon the revelation of the alleged corrective disclosures. Excluded from the Class are 9 Defendants herein, the officers and directors of the Company at all relevant times, members of 10 their immediate families and their legal representatives, heirs, successors or assigns and any 11 entity in which Defendants have or had a controlling interest. 12 24. The members of the Class are so numerous that of all members is 13 impracticable. Throughout the Class Period, the Company’s securities were actively traded on 14 the NASDAQ. While the exact number of Class members is unknown to Plaintiff at this time, 15 and can only be ascertained through appropriate discovery, Plaintiff believes that there are at 16 least hundreds of members in the proposed Class. Members of the Class may be identified from 17 records maintained by TerraVia or its transfer agent, and may be notified of the pendency of this 18 action by mail using a form of notice customarily used in securities class actions. 19 25. Plaintiff’s claims are typical of the claims of the members of the Class as all 20 members of the Class are similarly affected by Defendants’ wrongful conduct in violation of 21 federal law that is complained of herein. 22 26. Plaintiff will fairly and adequately protect the interests of the members of the 23 Class and has retained counsel competent and experienced in class and securities litigation. 24 Plaintiff has no interests antagonistic to or in conflict with those of the Class. 25 27. Common questions of law and fact exist as to all members of the Class and 26 predominate over any questions solely affecting individual members of the Class. Among the 27 questions of law and fact common to the Class are: 28 - 8 - CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS Case 3:16-cv-06633-JD Document 1 Filed 11/16/16 Page 9 of 14

1 • whether the federal securities laws were violated by Defendants’ acts as alleged 2 herein; 3 • whether statements made by Defendants to the investing public during the Class 4 Period misrepresented material facts about the business, operations and 5 management of TerraVia; 6 • whether the Individual Defendants caused TerraVia to issue false and misleading 7 statements during the Class Period; 8 • whether Defendants acted knowingly or recklessly in issuing false and misleading 9 statements; 10 • whether the prices of TerraVia securities during the Class Period were artificially 11 inflated because of the Defendants’ conduct complained of herein; and, 12 • whether the members of the Class have sustained damages and, if so, what is the 13 proper measure of damages. 14 28. A class action is superior to all other available methods for the fair and efficient 15 adjudication of this controversy since joinder of all members is impracticable. Furthermore, as 16 the damages suffered by individual Class members may be relatively small, the expense and 17 burden of individual litigation make it impossible for members of the Class to individually 18 redress the wrongs done to them. There will be no difficulty in the management of this action as 19 a class action. 20 29. Plaintiff will rely, in part, upon the presumption of reliance established by the 21 fraud-on-the-market doctrine in that: 22 • Defendants made public misrepresentations or failed to disclose material facts 23 during the Class Period; 24 • the omissions and misrepresentations were material; 25 • TerraVia securities are traded in efficient markets; 26 • the Company’s shares were liquid and traded with moderate to heavy volume 27 during the Class Period; 28 - 9 - CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS Case 3:16-cv-06633-JD Document 1 Filed 11/16/16 Page 10 of 14

1 • the Company traded on NASDAQ, and was covered by multiple analysts; 2 • the misrepresentations and omissions alleged would tend to induce a reasonable 3 investor to misjudge the value of the Company’s securities; and 4 • Plaintiff and members of the Class purchased and/or sold TerraVia securities 5 between the time the Defendants failed to disclose or misrepresented material 6 facts and the time the true facts were disclosed, without knowledge of the omitted 7 or misrepresented facts. 8 30. Based upon the foregoing, Plaintiff and the members of the Class are entitled to a 9 presumption of reliance upon the integrity of the market. 10 31. Alternatively, Plaintiff and the members of the Class are entitled to the 11 presumption of reliance established by the Supreme Court in Affiliated Ute Citizens of the State 12 of Utah v. United States, 406 U.S. 128, 92 S. Ct. 2430 (1972), as Defendants omitted material 13 information in their Class Period statements in violation of a duty to disclose such information, 14 as detailed above. 15 COUNT I Violation of Section 10(b) Of 16 The Exchange Act Against and Rule 10b-5 17 Promulgated Thereunder Against All Defendants

18 32. Plaintiff repeats and realleges each and every allegation contained above as if 19 fully set forth herein. 20 33. During the Class Period, Defendants carried out a plan, scheme and course of 21 conduct which was intended to and, throughout the Class Period, did: (1) deceive the investing 22 public, including plaintiff and other Class members, as alleged herein; and (2) cause plaintiff and 23 other members of the Class to purchase TerraVia’s securities at artificially inflated prices. In 24 furtherance of this unlawful scheme, plan and course of conduct, Defendants, and each of them, 25 took the actions set forth herein. 26 34. Defendants (a) employed devices, schemes, and artifices to defraud; (b) made 27 untrue statements of material fact and/or omitted to state material facts necessary to make the 28 - 10 - CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS Case 3:16-cv-06633-JD Document 1 Filed 11/16/16 Page 11 of 14

1 statements not misleading; and (c) engaged in acts, practices, and a course of business that 2 operated as a fraud and deceit upon the purchasers of the Company’s common stock in an effort 3 to maintain artificially high market prices for TerraVia’s securities in violation of Section 10(b) 4 of the Exchange Act and Rule 10b-5 thereunder. All Defendants are sued either as primary 5 participants in the wrongful and illegal conduct charged herein or as controlling persons as 6 alleged below. 7 35. Defendants, individually and in concert, directly and indirectly, by the use, means 8 or instrumentalities of interstate commerce and/or of the mails, engaged and participated in a 9 continuous course of conduct to conceal adverse material information about the business, 10 operations and future prospects of TerraVia as specified herein. 11 36. These Defendants employed devices, schemes and artifices to defraud, while in 12 possession of material adverse non-public information and engaged in acts, practices, and a 13 course of conduct as alleged herein in an effort to assure investors of TerraVia value and 14 performance and continued substantial growth, which included the making of, or participation in 15 the making of, untrue statements of material facts and omitting to state material facts necessary 16 in order to make the statements made about TerraVia and its business operations and future 17 prospects in the light of the circumstances under which they were made, not misleading, as set 18 forth more particularly herein, and engaged in transactions, practices and a course of business 19 that operated as a fraud and deceit upon the purchasers of TerraVia securities during the Class 20 Period. 21 37. Each of the Defendants’ primary liability, and controlling person liability, arises 22 from the following facts: (1) Individual Defendants were high-level executives, directors, and/or 23 agents of the Company during the Class Period and members of the Company’s management 24 team or had control thereof; (2) each of these Defendants, by virtue of his responsibilities and 25 activities as a senior officer and/or director of the Company, was privy to and participated in the 26 creation, development and reporting of the Company’s financial condition; (3) each of these 27 defendants enjoyed significant personal contact and familiarity with the other defendants and 28 - 11 - CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS Case 3:16-cv-06633-JD Document 1 Filed 11/16/16 Page 12 of 14

1 was advised of and had access to other members of the Company’s management team, internal 2 reports and other data and information about the Company’s finances, operations, and sales at all 3 relevant times; and (4) each of these defendants was aware of the Company’s dissemination of 4 information to the investing public which they knew or recklessly disregarded was materially 5 false and misleading. 6 38. Defendants had actual knowledge of the misrepresentations and omissions of 7 material facts set forth herein, or acted with reckless disregard for the truth in that they failed to 8 ascertain and to disclose such facts, even though such facts were available to them. Such 9 Defendants’ material misrepresentations and/or omissions were done knowingly or recklessly. 10 39. As a result of the dissemination of the materially false and misleading information 11 and failure to disclose material facts, as set forth above, the market price of TerraVia’s securities 12 was artificially inflated during the Class Period. In ignorance of the fact that market prices of 13 TerraVia’s publicly-traded securities were artificially inflated, and relying directly or indirectly 14 on the false and misleading statements made by Defendants, or upon the integrity of the market 15 in which the securities trade, and/or on the absence of material adverse information that was 16 known to or recklessly disregarded by Defendants but not disclose in public statements by 17 Defendants during the Class Period, Plaintiff and the other members of the Class acquired 18 TerraVia securities during the Class Period at artificially high prices and were or will be 19 damaged thereby. 20 40. At the time of said misrepresentations and omissions, Plaintiff and other members 21 of the Class were ignorant of their falsity, and believed them to be true. Had Plaintiff and the 22 other members of the Class and the marketplace known the truth regarding TerraVia financial 23 results, which were not disclosed by Defendants, Plaintiff and other members of the Class would 24 not have purchased or otherwise acquired their TerraVia securities, or, if they had acquired such 25 securities during the Class Period, they would not have done so at the artificially inflated prices 26 that they paid. 27 28 - 12 - CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS Case 3:16-cv-06633-JD Document 1 Filed 11/16/16 Page 13 of 14

1 41. By virtue of the foregoing, Defendants have violated Section 10(b) of the 2 Exchange Act, and Rule 10b-5 promulgated thereunder. 3 42. As a direct and proximate result of Defendants’ wrongful conduct, Plaintiff and 4 the other members of the Class suffered damages in connection with their respective purchases 5 and sales of the Company’s common stock during the Class Period. 6 43. This action was filed within two years of discovery of the fraud and within five 7 years of each plaintiff’s purchases of securities giving rise to the . 8 COUNT II Violation of Section 20(a) Of 9 The Exchange Act Against Individual Defendants 10 44. Plaintiff repeats and realleges each and every allegation contained above as if 11 fully set forth herein. 12 45. Individual Defendants are sued herein as a controlling person of TerraVia. 13 46. By virtue of their high-level positions, agency, and their ownership and 14 contractual rights, participation in and/or awareness and/or intimate knowledge of the misleading 15 statements disseminated to the investing public, these defendants had the power to influence and 16 control, and did influence and control, directly or indirectly, the decision-making of the primary 17 violator, including the content and dissemination of the various statements that plaintiff contends 18 are false and misleading. In particular, each defendant had the power to control or influence the 19 particular transactions giving rise to the securities violations as alleged herein, and exercised the 20 same. 21 47. As set forth above, TerraVia violated Section 10(b) and Rule 10b-5 by their acts 22 and omissions as alleged in this Complaint. 23 48. By virtue of their positions as controlling persons, the Individual Defendants are 24 liable pursuant to Section 20(a) of the Exchange Act. As a direct and proximate result of 25 Defendants’ wrongful conduct, Plaintiff and other members of the Class suffered damages in 26 connection with their purchases of the Company’s common stock during the Class Period. 27 28 - 13 - CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS Case 3:16-cv-06633-JD Document 1 Filed 11/16/16 Page 14 of 14

1 49. This action was filed within two years of discovery of the fraud and within five 2 years of each Plaintiff’s purchases of securities giving rise to the cause of action. 3 4 5 WHEREFORE, Plaintiff prays for relief and , as follows: 6 A. Determining that this action is a proper class action, designating Plaintiff as class 7 representative under Rule 23 of the Federal Rules of and Plaintiff’s counsel as 8 Class Counsel; 9 B. Awarding compensatory damages in favor of Plaintiff and the other Class 10 members against all defendants, jointly and severally, for all damages sustained as a result of 11 Defendants’ wrongdoing, in an amount to be proven at trial, including interest thereon; 12 C. Awarding Plaintiff and the Class their reasonable costs and expenses incurred in 13 this action, including counsel fees and expert fees; 14 D. Such other and further relief as the Court may deem just and proper. 15 JURY TRIAL DEMANDED 16 Plaintiff hereby demands a trial by jury. 17 18 Dated: November 16, 2016 Respectfully submitted, 19

20 THE ROSEN LAW FIRM, P.A.

21 /s/ Laurence M. Rosen Laurence M. Rosen, Esq. (SBN 219683) 22 355 S. Grand Avenue, Suite 2450 23 Los Angeles, CA 90071 Telephone: (213) 785-2610 24 Facsimile: (213) 226-4684 25 Email: [email protected]

26 Counsel for Plaintiff 27 28 - 14 - CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS Case 3:16-cv-06633-JD Document 1-1 Filed 11/16/16 Page 1 of 2 Certification and Authorization of Named Plaintiff Pursuant to Federal Securities Laws

The individual or institution listed below (the "Plaintiff") authorizes and, upon execution of the accompanying retainer agreement by The Rosen Law Firm P.A., retains The Rosen Law Firm P.A. to file an action under the federal securities laws to recover damages and to seek other relief against TerraVia Holdings, Inc.. The Rosen Law Firm P.A. will prosecute the action on a contingent fee basis and will advance all costs and expenses. The TerraVia Holdings, Inc.. Retention Agreement provided to the Plaintiff is incorporated by reference, upon execution by The Rosen Law Firm P.A.

First name: Ruben Middle initial: R. Last name: Perales Address: City: REDACTED State: Zip: Country: Facsimile: Phone: Email:

Plaintiff certifies that:

1. Plaintiff has reviewed the complaint and authorized its filing. 2. Plaintiff did not acquire the security that is the subject of this action at the direction of plaintiff's counsel or in order to participate in this private action or any other litigation under the federal securities laws. 3. Plaintiff is willing to serve as a representative party on behalf of a class, including providing testimony at and trial, if necessary. 4. Plaintiff represents and warrants that he/she/it is fully authorized to enter into and execute this certification. 5. Plaintiff will not accept any payment for serving as a representative party on behalf of the class beyond the Plaintiff's pro rata share of any recovery, except such reasonable costs and expenses (including lost wages) directly relating to the representation of the class as ordered or approved by the court. 6. Plaintiff has made no transaction(s) during the Class Period in the or securities that are the subject of this action except those set forth below:

Acquisitions:

Type of Security Buy Date # of Shares Price per Share Common Stock 12/30/14 500 2.66 Common Stock12/31/14 500 2.519 Common Stock02/03/15 500 2.44 Common Stock04/15/15 200 4.0999 Common Stock09/02/15 300 2.25 Common Stock05/31/16 250 2.53 Common Stock08/11/16 250 2.385 Common Stock09/15/16 400 2.54 Common Stock09/16/16 400 2.59 Common Stock12/29/14 500 2.7099 Common Stock08/21/15 1000 4.0999 Case 3:16-cv-06633-JD Document 1-1 Filed 11/16/16 Page 2 of 2

Certification for Ruben Perales (cont.)

Sales:

Type of Security Sale Date # of Shares Price per Share

Common Stock11/09/16 4800 1.55

7. I have not served as a representative party on behalf of a class under the federal securities laws during the last three years, except if detailed below. [ ]

I declare under penalty of perjury, under the laws of the United States, that the information entered is accurate: YES

By clicking on the button below, I intend to sign and execute this agreement and retain the Rosen Law Firm, P.A. to proceed on Plaintiff's behalf, on a contingent fee basis. YES

Signed pursuant to California Civil Code Section 1633.1, et seq. - and the Uniform Electronic Transactions Act as adopted by the various states and territories of the United States.

Date of signing: 11/15/2016 JS-CAND 44 (Rev. 07/16) Case 3:16-cv-06633-JD CIVIL Document COVER 1-2 SHEET Filed 11/16/16 Page 1 of 2 The JS-CAND 44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service of or other papers as required by law, except as provided by local rules of court. This form, approved in its original form by the Judicial Conference of the United States in September 1974, is required for the Clerk of Court to initiate the civil docket sheet. (SEE INSTRUCTIONS ON NEXT PAGE OF THIS FORM.) I. (a) PLAINTIFFS DEFENDANTS RUBEN PERALES, Individually and on behalf of all TERRAVIA HOLDINGS, INC., JONATHAN S. others similarly situated, WOLFSON, APU MODY, and TYLER W. PAINTER,

(b) County of Residence of First Listed Plaintiff Bexar County, Texas County of Residence of First Listed Defendant (EXCEPT IN U.S. PLAINTIFF CASES) (IN U.S. PLAINTIFF CASES ONLY) NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION OF THE TRACT OF LAND INVOLVED. (c) Attorneys (Firm Name, Address, and Telephone Number) Attorneys (If Known) The Rosen Law Firm, P.A., Laurence M. Rosen 355 South Grand Avenue, Suite 2450, Los Angeles, CA 90071 Tel: (213) 785-2610; email: [email protected]

II. BASIS OF JURISDICTION (Place an “X” in One Box Only) III. CITIZENSHIP OF PRINCIPAL PARTIES (Place an “X” in One Box for Plaintiff (For Diversity Cases Only) and One Box for Defendant) 1 U.S. Government 3 Federal Question PTF DEF PTF DEF Plaintiff (U.S. Government Not a Party) Citizen of This State 1 1 Incorporated or Principal Place 4 4 of Business In This State 2 U.S. Government 4 Diversity Citizen of Another State 2 2 Incorporated and Principal Place 5 5 Defendant (Indicate Citizenship of Parties in Item III) of Business In Another State Citizen or Subject of a 3 3 Foreign Nation 6 6 Foreign Country IV. NATURE OF SUIT (Place an “X” in One Box Only) CONTRACT FORFEITURE/PENALTY BANKRUPTCY OTHER STATUTES 110 Insurance PERSONAL INJURY PERSONAL INJURY 625 Drug Related Seizure 422 28 USC § 158 375 False Claims Act 120 Marine 310 Airplane 365 Personal Injury – of Property 21 USC § 881 423 Withdrawal 376 Qui Tam (31 USC 130 Miller Act 315 Airplane Product 690 Other 28 USC § 157 § 3729(a)) 140 Negotiable Instrument Liability 367 Health Care/ 400 State Reapportionment 150 Recovery of Overpayment 320 Assault, Libel & Pharmaceutical PROPERTY RIGHTS 410 Antitrust Of Veteran’s Benefits Slander Personal Injury 820 Copyrights 430 Banks and Banking 151 Medicare Act 330 Federal Employers’ Product Liability 830 Patent 450 Commerce 152 Recovery of Defaulted Liability 368 Asbestos Personal 840 Trademark 460 Deportation Student Loans 340 Marine Injury Product 470 Racketeer Influenced and (Excludes Veterans) 345 Marine Product Liability LABOR SOCIAL SECURITY Corrupt Organizations 153 Recovery of Overpayment Liability PERSONAL PROPERTY 710 Fair Labor Standards 861 HIA (1395ff) 480 Consumer Credit of Veteran’s Benefits 350 Motor Vehicle 370 Other Fraud Act 862 Black Lung (923) 490 Cable/Sat TV 160 Stockholders’ Suits 355 Motor Vehicle 371 Truth in Lending 720 Labor/Management 863 DIWC/DIWW (405(g)) 850 Securities/Commodities/ 190 Other Contract Product Liability 380 Other Personal Relations 864 SSID Title XVI Exchange 195 Contract Product Liability 360 Other Personal Property Damage 740 Railway Labor Act 865 RSI (405(g)) 890 Other Statutory Actions 196 Franchise Injury 385 Property Damage 751 Family and Medical 891 Agricultural Acts 362 Personal Injury - Product Liability Leave Act 893 Environmental Matters Medical Malpractice 790 Other Labor Litigation 895 Freedom of Information REAL PROPERTY CIVIL RIGHTS PRISONER PETITIONS 791 Employee Retirement FEDERAL TAX SUITS Act 210 Land Condemnation 440 Other Civil Rights Habeas Corpus: Income Security Act 870 Taxes (U.S. Plaintiff 896 220 Foreclosure 441 Voting 463 Alien Detainee or Defendant) 899 Administrative Procedure 230 Rent Lease & Ejectment 442 Employment 510 Motions to Vacate 871 IRS–Third Party Act/Review or Appeal of 240 Torts to Land 443 Housing/ Sentence 26 USC § 7609 Agency Decision 245 Product Liability Accommodations 530 General 950 Constitutionality of 290 All Other Real Property 445 Amer. w/Disabilities– 535 Death Penalty IMMIGRATION State Statutes Employment Other: 462 Naturalization Application 446 Amer. w/Disabilities– 540 & Other 465 Other Immigration Other 550 Civil Rights Actions 448 Education 555 Prison Condition 560 Civil Detainee– Conditions of Confinement V. ORIGIN (Place an “X” in One Box Only) 1 Original 2 Removed from 3 Remanded from 4 Reinstated or 5 Transferred from 6 Multidistrict 8 Multidistrict Proceeding State Court Appellate Court Reopened Another District Litigation–Transfer Litigation–Direct File (specify) Cite the U.S. Civil Statute under which you are filing (Do not cite jurisdictional statutes unless diversity): 17 C.F.R. 240.10b-5, Sections 10(b) and 20(a) of the Exchange Act VI. CAUSE OF ACTION Brief description of cause: Allegations of violations of the federal securities laws. VII. REQUESTED IN ✔ CHECK IF THIS IS A CLASS ACTION DEMAND $ CHECK YES only if demanded in complaint: COMPLAINT: UNDER RULE 23, Fed. R. Civ. P. JURY DEMAND: Yes No VIII. RELATED CASE(S), IF ANY (See instructions): JUDGE DOCKET NUMBER IX. DIVISIONAL ASSIGNMENT (Civil Local Rule 3-2) (Place an “X” in One Box Only) SAN FRANCISCO/OAKLAND SAN JOSE EUREKA-MCKINLEYVILLE

DATE:11/16/2016 SIGNATURE OF ATTORNEY OF RECORD: /s/Laurence M. Rosen JS-CAND 44 (rev. 07/16) Case 3:16-cv-06633-JD Document 1-2 Filed 11/16/16 Page 2 of 2

INSTRUCTIONS FOR ATTORNEYS COMPLETING CIVIL COVER SHEET FORM JS-CAND 44

Authority For Civil Cover Sheet. The JS-CAND 44 civil cover sheet and the information contained herein neither replaces nor supplements the filings and service of or other papers as required by law, except as provided by local rules of court. This form, approved in its original form by the Judicial Conference of the United States in September 1974, is required for the Clerk of Court to initiate the civil docket sheet. Consequently, a civil cover sheet is submitted to the Clerk of Court for each civil complaint filed. The attorney filing a case should complete the form as follows: I. a) Plaintiffs-Defendants. Enter names (last, first, middle initial) of plaintiff and defendant. If the plaintiff or defendant is a government agency, use only the full name or standard abbreviations. If the plaintiff or defendant is an official within a government agency, identify first the agency and then the official, giving both name and title. b) County of Residence. For each civil case filed, except U.S. plaintiff cases, enter the name of the county where the first listed plaintiff resides at the time of filing. In U.S. plaintiff cases, enter the name of the county in which the first listed defendant resides at the time of filing. (NOTE: In land condemnation cases, the county of residence of the “defendant” is the location of the tract of land involved.) c) Attorneys. Enter the firm name, address, telephone number, and attorney of record. If there are several attorneys, list them on an attachment, noting in this section “(see attachment).”

II. Jurisdiction. The basis of jurisdiction is set forth under Federal Rule of Civil Procedure 8(a), which requires that be shown in pleadings. Place an “X” in one of the boxes. If there is more than one basis of jurisdiction, precedence is given in the order shown below. (1) United States plaintiff. Jurisdiction based on 28 USC §§ 1345 and 1348. Suits by agencies and officers of the United States are included here. (2) United States defendant. When the plaintiff is suing the United States, its officers or agencies, place an “X” in this box. (3) Federal question. This refers to suits under 28 USC § 1331, where jurisdiction arises under the Constitution of the United States, an amendment to the Constitution, an act of Congress or a treaty of the United States. In cases where the U.S. is a party, the U.S. plaintiff or defendant code takes precedence, and box 1 or 2 should be marked. (4) Diversity of citizenship. This refers to suits under 28 USC § 1332, where parties are citizens of different states. When Box 4 is checked, the citizenship of the different parties must be checked. (See Section III below; NOTE: federal question actions take precedence over diversity cases.) III. Residence (citizenship) of Principal Parties. This section of the JS-CAND 44 is to be completed if diversity of citizenship was indicated above. Mark this section for each principal party. IV. Nature of Suit. Place an “X” in the appropriate box. If the nature of suit cannot be determined, be sure the cause of action, in Section VI below, is sufficient to enable the deputy clerk or the statistical clerk(s) in the Administrative Office to determine the nature of suit. If the cause fits more than one nature of suit, select the most definitive. V. Origin. Place an “X” in one of the six boxes. (1) Original Proceedings. Cases originating in the United States district courts. (2) Removed from State Court. Proceedings initiated in state courts may be removed to the district courts under Title 28 USC § 1441. When the petition for removal is granted, check this box. (3) Remanded from Appellate Court. Check this box for cases remanded to the district court for further action. Use the date of remand as the filing date. (4) Reinstated or Reopened. Check this box for cases reinstated or reopened in the district court. Use the reopening date as the filing date. (5) Transferred from Another District. For cases transferred under Title 28 USC § 1404(a). Do not use this for within district transfers or transfers. (6) Multidistrict Litigation Transfer. Check this box when a multidistrict case is transferred into the district under authority of Title 28 USC § 1407. When this box is checked, do not check (5) above. (8) Multidistrict Litigation Direct File. Check this box when a multidistrict litigation case is filed in the same district as the Master MDL docket. Please note that there is no Origin Code 7. Origin Code 7 was used for historical records and is no longer relevant due to changes in statute. VI. Cause of Action. Report the civil statute directly related to the cause of action and give a brief description of the cause. Do not cite jurisdictional statutes unless diversity. Example: U.S. Civil Statute: 47 USC § 553. Brief Description: Unauthorized reception of cable service. VII. Requested in Complaint. Class Action. Place an “X” in this box if you are filing a class action under Federal Rule of Civil Procedure 23. Demand. In this space enter the actual dollar amount being demanded or indicate other demand, such as a preliminary . Jury Demand. Check the appropriate box to indicate whether or not a jury is being demanded. VIII. Related Cases. This section of the JS-CAND 44 is used to identify related pending cases, if any. If there are related pending cases, insert the docket numbers and the corresponding judge names for such cases. IX. Divisional Assignment. If the Nature of Suit is under Property Rights or Prisoner Petitions or the matter is a Securities Class Action, leave this section blank. For all other cases, identify the divisional venue according to Civil Local Rule 3-2: “the county in which a substantial part of the events or omissions which give rise to the claim occurred or in which a substantial part of the property that is the subject of the action is situated.” Date and Attorney Signature. Date and sign the civil cover sheet.