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Document 1Case 1:13-cv-07608-WHPinternationalrevenuerevenuein obscure markets, and52.aat less than53.Asawebon"NQ claimstoPage9 of 27generate internationalthrough mysterious counterparties that seem to seldom pay."analyticrevenueestimates NQ Mobile'scompanyin 2012year-to-day 36.5wasworldwide 800, 000.result of the revelations in theby 47% to close at 12.09haltedstates thatReportMobile claims that its internationalAlthough NQmillion, Distimorevenueis also false. TheFiled 10/28/13fromanMuddy Waters Report, NQ Mobile stock fellof 23opening priceashare. Thatsameday, trading wasNQ stock. Approximately 500 million in market capitalization was lost.CLASS ACTION ALLEGATIONSPlaintiff brings this action as54.Procedureand call23(a)andaclass action pursuant to Federal Rule of Civil(b)(3) on behalf of a class consisting of all purchasers of the common stockoptions and sellers of put options of NQExcluded from the ClassCompany,at all relevantrepresentatives, heirs,areMobileduring the Class Period (the "Class").defendants and their families, the officers and directors of thetimes, members of their immediate families and their legalsuccessors orassigns and any entity in which defendants have or had acontrolling interest.55.The members of the Classimpracticable. Throughoutsecuritieswereunknown tothe Class Period,actively tradedplaintiffatareonso numerousNQ Mobilejoinder of allADS and othermembers ispubliclytradedthe NYSE. While the exact number of Class members isthis time andcanonlybe ascertainedplaintiff believes that there are hundreds or thousandsownersthatthrough appropriate discovery,of members in theproposed Class. Recordand other members of the Class may be identified from records maintained9by NQ

Document 1Case 1:13-cv-07608-WHPMobileorits transfer agent and may be notified of theform of notice similar to that56.federal law that isaretypicalaresimilarlyof this actionby mail, using theof the claims of the members of the Classaffectedby defendants' wrongfulCommonpredominateoverfairlyandadequately protectanyquestionsof law and fact existquestions solely affectingquestions of law and fact common to theasClassaslitigation.to all members of the Class andindividual members of the Class.Among theare:ExchangeActwasviolatedbyalleged herein;whether statements made(b)about theallthe interests of the members of thewhether the Securities Act and/or the(a)defendantsasconduct in violation ofClass and has retained counsel competent and experienced in class and securities58.10 of 27complained of herein.Plaintiff will57.pendencyPagecustomarily used in securities class actions.Plaintiffs' claimsmembers of the ClassFiled 10/28/13bydefendantsmisrepresentedmaterial factsbusiness, operations and management of NQ Mobile; and(c)toproper59.what extent the members of the Class have sustainedmeasuredamagesand theof damages.A class action issuperior to allother available methods for the fair and efficientadjudication of this controversy since joinder of all members is impracticable. Furthermore, asthedamages suffered by individualburden of individualClass members may be relatively small, the expense andlitigation make it impossible for members of the Class to individuallyredress the wrongs done to them. There will beanoclass action.10difficulty in the management of thisaction as

Document 1Case 1:13-cv-07608-WHPFiled 10/28/1311 of 27PageAPPLICABILITY OF PRESUMPTION OF RELIANCE:FRAUD-ON-THE-MARKET DOCTRINE60.The market forat all relevantomissionsastimes. Asset forthaNQ Mobile common stock was open, well-developed and efficientresult of theseabove, NQ Mobilemateriallysecurities traded atClass Period. Plaintiff and other members of the ClassMobile securitiesrelyingupon thefalse andintegritythereby inflatingstatements andsetthe Class Period, defendantsDuringthepriceomittingtoofmisleadingin thatthe truth about the62.causetheymisleading.misled theSaid statements and omissionsinvesting public,werefailed to disclose material adverse information andallin s aboutunrealistically sessment oforcaused to be madeNQ Mobile's business, prospects,andomissionscauseand effect ofaAs describedseries ofandcreating,materiallyoperations.Thesein the market,anNQ Mobile and its business, prospects, and operations,Company's securitiestimes. Defendants'falsemisrepresentedof, the damages sustained by plaintiff and other members of the Class.orascomplaint directly or proximately caused, or were a substantial contributingmaterial misstatements and omissions had thethusthereby.NQ Mobile securities, by publicly issuing false and misleadingherein, during the Class Period, defendantsfalseacquired NQCompany, its business and operations, as alleged herein.Atparticularizedotherwisedisclose material facts necessary to make defendants' statements,forth herein, not false andandmateriallyorof NQ Mobile securities andpricemarket information relating to NQ Mobile, and have been damaged61.statements andartificially inflated prices during thepurchasedof the marketmisleadingto be overvalued andartificially inflatedatall relevantmaterially false and misleading statements during the Class Period resulted in11

Document 1Case 1:13-cv-07608-WHPplaintiff andother members of the Classprices, thus causingwerethepurchasing NQ Mobiledamages complainedprice of NQMobilecommon12 of 27Pagesecurities atartificiallyof herein. When the true facts about therevealed to the market, the inflation in theand theFiled 10/28/13price of NQstock declinedMobilecommonstockdramatically, causing lossesCompanywastoinflatedremovedplaintiff andthe other members of the Class.APPLICABILITY OF PRESUMPTION OF RELIANCE:AFFILIATED UTE63.Neither Plaintiffnorthe Class need prove reliancebecause under the circumstances of this case, which involvesaeitherindividuallynot aprerequisitepursuant to ruling of the United States Supreme Court in Affiliated Ute Citizens of Utahreasonable investor might have considered the omitted infonnation important inorv.to recovery,United States,All that is necessary is that the facts withheld be material in the(1972).classfailure to disclose the material relatedparty transactions described herein above, positive proof of reliance is406 U.S. 128or as asensethatadeciding whether to buysell the subject security.ADDITIONAL SCIENTER ALLEGATIONS64.Asalleged herein, NQin that they knew that thetheCompanywerewould be issuedparticipatedorpublic documents and statementsmateriallyorfalse andmisleading;disseminated to theacquiescedprimary violationsMobile and the Individual Defendants acted with scienterin the issuanceissueddisseminated in theknew that such statementsinvesting public;ororandknowinglydissemination of such entsasof the federal securities laws. As set forth elsewhere herein in detail,defendants, by virtueof theirMobile, their controlover, and/orreceiptof informationreflectingthe true factsregarding NQreceipt and/or modification of the Company's allegedly12

Document 1Case 1:13-cv-07608-WHPmaterially misleadingprivystatements and/or their associations with theconfidentialtoFiled 10/28/13Company13 of 27which made themconcerning NQ Mobile, participatedinformationproprietaryPagein thefraudulent scheme alleged herein.NO SAFE HARBOR65.lookingNQ Mobile's "Safe Harbor" warnings accompanying its reportedly forward-statementsstatements from("FLS") issued duringTo the extent that projectedliability.Company's financial reports preparedSEConU.S.C.Form6-K, theythe Class Periodarerevenueswereandin accordance with GAAP,excluded from theprotectionineffective to shield thoseearnings were included in theincludingthose filed with theof the statutory Safe Harbor. See 15§78u- 5(b)(2)(A).APPLICATION OF PRESUMPTION OF RELIANCE:LOSS CAUSATION/ECONOMIC LOSS66.During thestatements andartificiallyPeriodengagedClassPeriod,inscheme to deceive the market andaherein, defendants made false and misleadingprice of NQMobile securities andofNQ MobilesecuritiespurchasersClass Period,by misrepresentingmisrepresentationsmarket, the price of NQ Mobilecame outoperated asa courseafraudof conduct thatordeceitthe value of theonof theand fraudulent conduct became apparent tostock fellprecipitously,asthepriorartificialduring theother members of the Class suffered economic loss, i.e.,damages,Asaresult of theirin itsof NQ Mobile securitiesprice.plaintiff andcommonClassCompany'sby overstating its earnings and concealing the significant defectsinternal controls. As defendants'inflationdetailedinflated thebusiness and prospectstheasunder the federal securities laws.13purchases

Case 1:13-cv-07608-WHPDocument 1Filed 10/28/13Page14 of 27COUNT IFor Violations of §10(b) of the Exchange Act and Rule 10b-5Against NO Mobile and the Individual Defendants67.Plaintiff repeats andfully set forth herein.realleges each and every allegation contained above asThis claim is assertedifagainst NQ Mobile and the Individual Defendants("First Claim Defendants").68.Duringthe Class Period, the First Claim Defendants carried outandcoursetheinvesting public, including plaintiffcauseof conduct whichwasplaintiff and other membersintended to and,of thethroughout theand other ClassNQaplan, schemeClass Period, did:members,as(1) deceivealleged herein;Mobile's securities at artificially inflatedfurtherance of this unlawful scheme, plan andcourseof conduct,and(2)prices.InDefendants, and each of them,took the actions set forth herein.69.The First Claim Defendantsdefraud; (b) madestock inanoperatedas aas10(b)misleading;and(c) engaged in acts, practices, and a coursefraud and deceit upon theeffort to maintainviolation of Sectionsued eitherand artifices tountrue statements of material fact and/or omitted to state material factsnecessary to make the statements notof business that(a) employed devices, schemes,artificially highof theExchangeprimary participantsin thepurchasersmarketpricesforof theCompany'scommonNQ Mobile's securities inAct and Rule 10b-5 thereunder. All eor ascontrolling persons as alleged below.70.bythe use,The First Claimmeans orDefendants, individually and in concert, directlyinstrumentalities of interstate14commerceand/or of theandindirectly,mails, engaged and

Document 1Case led 10/28/13Page15 of 27of conduct to conceal adverse material information about thebusiness, operations and future prospects of NQ Mobile as specified herein.71.The First Claim Defendantswhile in possession of material adverseandanda courseof conductperformanceasemployed devices,non-public information and engagedalleged hereininanand continued substantialparticipation in the making of,schemes and artifices to defraud,effort toassurewhich included thegrowth,untrue statements of material facts andnotand future prospects in theof business thatsecuritiesomitting toNQ Mobileof the circumstances under whichliability,operatedas afraud and deceit upon thepurchasersorstate materialand its businesstheymade,wereofandaNQ Mobile'sduring the Class Period.72.Each of the Individual Defendants'arises from thefollowingexecutives, directors, and/or agentsCompany's managementandmaking of,misleading, as set forth more particularly herein, and engaged in transactions, practicescoursehislightpractices,investors of NQ Mobile's valuefacts necessary in order to make the statements made aboutoperationsin acts,teamorin the creation,condition; (3) eachat theathe Individual DefendantsCompany during the(2)developmentandeach of thesereportinghigh-levelweredefendants, by virtue ofof theenjoyed significant personaladvised of and hadpersonClass Period and members of thesenior officer and/or director of theof these defendantsthe other defendants and(1)had control thereof;responsibilities and activities asparticipatedfacts:primary liability, and controllingCompany, was privy toCompany scontactandfinancialfamiliaritywithto other members of theCompany'smanagement team, internal reports and other data and information about theCompany'swasfinances, operations, and salesatall relevanttimes;15accessand(4) each of these defendantswas aware

Document 1Case 1:13-cv-07608-WHPof theFiled 10/28/13dissemination of information to theCompany'sinvesting publicPage16 of 27whichtheykneworrecklessly disregarded was materially false and misleading.73.The First Claim Defendants had actualomissions of material facts set forth herein,they failed to ascertain and to discloseSuch Defendants' materialrecklesslyof thefinancial conditionknowledgeobtain suchof thethough such factsconcealing NQandMobile'ssupportingtheAsathe Classartificially inflated duringfalseordoneoperatingknowinglycondition andartificially inflated pricealleged,werereckless inwereknown tostatementsbyoronmaterially false and misleadinginformationignoranceof the fact that marketartificially inflated,andpricesrelying directlyoforof thethe absence of material adverse information thatrecklessly disregarded by the First Claim Defendants but not disclosedthe First Claim Defendantsfailingabove, the market price of NQ Mobile securitiesthe Class Period. himarket in which the securities trade, and/ornotthose steps necessary toindirectly on the false and misleading statements made by defendants, or upon the integritywasormisleading.set forthNQ Mobile's publicly-traded securitiesavailable to them.Period, Defendants, if they didand omissionsresult of the dissemination of theasfor the truth in thatwerewereandthese Defendants' overstatements and gardknowledge by deliberately refraining from takingand failure to disclose material facts,wasbyof theand/or omissionsmisrepresentationsdiscover whether those statements74.eveninvesting publicstock. As demonstratedCompany'shave actualtosuch facts,and for the purpose and effect ofcommonacted with recklessmisrepresentationsfuture business prospects from theof itsorknowledgeduring the16ClassPeriod, Plaintiffin publicand the other

Document 1Case 1:13-cv-07608-WHPmembers of the Classacquired NQMobile securitiesFiled 10/28/13during thePageClass Period at17 of 27artificially highprices and were or will be damaged thereby.75.of the ClassAt the time of saidwereignorantmisrepresentations and omissions,of theirfinancial results, whichClass would not haveacquiredsuchwere notand believed them to be true. Had Plaintiff and thefalsity,other members of the Class and thePlaintiff and other membersmarketplacedisclosedknown the truthby defendants,regarding NQPlaintiff and other members of thepurchased or otherwise acquired their NQ Mobile securities,commonstockMobile'sduring the Class Period, theyor, if they hadwould not have donesoat theartificially inflated prices that they paid.76.By virtue of10(b) of the Exchange Act,77.Asatheforegoing,and Rule 10b-5direct andthe First Claim Defendants have violated Sectionpromulgated thereunder.proximate result of the First Claim Defendants' wrongful conduct,Plaintiff and the other members of the Class sufferedpurchases and sales of the Company's78.years of eachThis actionwasSecuritiesdamages in connection with their respectiveduring the Class Period.filed within two years ofdiscoveryplaintiff's purchases of securities giving rise to theof the fraud and within fivecauseof action.COUNT IIFor Violations of §11 of the Securities ActAgainst All Defendants Except Khan and Teo79.Plaintiff repeats andfully set forth herein.realleges each and every allegation contained above asThis claim is assertedagainst all defendants except Khan and Teo("Second Claim Defendants").17if

Document 1Case 1:13-cv-07608-WHPThis claim is80.members of the Class whoCompany's IPO.brought byPlaintiffacquired NQEach Class MemberFiled 10/28/13onherownPagebehalf andMobile securities pursuant toacquired his, her,onor18 of 27behalf of othertraceable to theits shares pursuant to and/or traceableorto, and in reliance on, the Registration Statement and Prospectus. NQ Mobile is the issuer of thesecuritiesthroughtheRegistrationStatement andProspectus.The Individual Defendantsaresignatories of the Registration Statement and Prospectus.Underwriter Defendants owed to the holders of the securities obtained81.RegistrationStatement thecontained in thestatementswereduty to make a reasonable and diligent investigation of the statementsRegistrationStatement at the timetrue and correct andthat theretheywas nobecame effective tocontained inareorcareensurethat suchomission of material facts required to bestated in order to make the statements contained therein notthe exercise of reasonablethrough themisleading.Defendants knew,orinshould have known, of the material misstatements and omissionsomitted from theRegistrationStatementasset forth herein. Assuch, defendantsliable to the Class82.throughtheAll Second Claim Defendants owed to theRegistrationStatement andProspectus the dutypurchaserstomakeaof the stock obtainedreasonable anddiligentinvestigation of the statements contained in the Registration Statement and Prospectus at the timethey becameeffective toensureomission of material factsnotthat such statementsweretrue and correct and that there was norequired to be stated in order to make thestatements contained thereinmisleading.83.None of the Second Claim Defendants madepossessed reasonable groundsareasonableinvestigationfor the belief that the statements contained in the18orRegistration

Document 1Case 1:13-cv-07608-WHPStatement and Prospectustrue orwerethat thereFiled 10/28/13was noPage19 of 27omission of material facts necessary tomake the statements made therein not misleading.84.The Second Claim Defendants issued anddisseminated,theandin the issuance and disseminationparticipatedinvesting publicthatwerecontained in themisrepresented or failed to disclose, amongthe conductalleged herein,disseminated, causedRegistrationotherthings,to beissued andof, material misstatementsStatement andProspectus,the facts set forth above.each defendant violated and/or controlledatowhichBy reasonofperson who violatedSection 11 of the Securities Act.85.NQProspectus.Mobile is the issuer of the stock sold via theAs issuer of stock, theCompanyisstrictlyRegistrationStatement andliable to Plaintiff and the Class for thematerial misstatements and omissions therein.86.At the timesthe Class didsowithouttheyobtained their shares of NQ Mobile, Plaintiff and members ofknowledgeof the factsconcerningthe misstatements and omissionsalleged herein.87.This action isomissions in and from theand/or correctedentitled toByRegistrationthrough theeffective date of the88.brought within one year after discovery of the untrue statements andStatement andexercise of reasonableProspectusthat should have been madediligence, andwithin three years of theRegistration Statement and Prospectus.virtue of theforegoing, plain

Case 1:13-cv-07608-WHP Document 1 Filed 10/28/13 Page 1 of 27 JUDGEALEY THE ROSEN LAW FIRM, P.A. 18 7tn,, A Laurence M. Rosen, Esq. Rosen, Esq.