55.  Plaintiff brings this action as a class action pursuant to Federal Rule of Civil   Procedure 23(a) and (b)(3) on behalf of a class, consisting of all those who purchased or  otherwise acquired Cnova securities: (1) pursuant and/or traceable to the Company’s  Registration Statement and Prospectus issued in connection with the Company’s IPO on or about  November 19, 2014, seeking to pursue remedies under the Securities Act; and/or (2) between  November 19, 2014 and December 18, 2015, inclusive, seeking to pursue remedies under the  Exchange Act; and were damaged thereby (collectively, the “Class”). Excluded from the Class  are Defendants, the officers and directors of the Company, at all relevant times, members of their  immediate families and their legal representatives, heirs, successors or assigns and any entity in  which Defendants have or had a controlling interest.   56.  The members of the Class are so numerous that joinder of all members is  impracticable. Throughout the Class Period, Cnova’s securities were actively traded on the  Nasdaq Stock Market (the “NASDAQ”). While the exact number of Class members is unknown  to Plaintiff at this time and can only be ascertained through appropriate discovery, Plaintiff  believes that there are hundreds or thousands of members in the proposed Class. Millions of  Cnova shares were traded publicly during the Class Period on the NASDAQ. Record owners and  other members of the Class may be identified from records maintained by Cnova or its transfer  agent and may be notified of the pendency of this action by mail, using the form of notice similar  to that customarily used in securities class actions.   66.  As alleged herein, Defendants acted with scienter in that Defendants knew that  the public documents and statements issued or disseminated in the name of the Company were  materially false and/or misleading; knew that such statements or documents would be issued or  disseminated to the investing public; and knowingly and substantially participated or acquiesced  in the issuance or dissemination of such statements or documents as primary violations of the  federal securities laws. As set forth elsewhere herein in detail, Defendants, by virtue of their  receipt of information reflecting the true facts regarding Cnova, his/her control over, and/or  receipt and/or modification of Cnova’s allegedly materially misleading misstatements and/or  their associations with the Company which made them privy to confidential proprietary  information concerning Cnova, participated in the fraudulent scheme alleged herein.  72.  Plaintiff repeats and realleges each and every allegation contained above as if  fully set forth herein, except any allegation of fraud, recklessness or intentional misconduct.   73.  This Count is brought pursuant to Section 11 of the Securities Act, 15 U.S.C.  §77k, on behalf of the Class, against the Section 11 Defendants.   74.  The Registration Statement for the IPO was inaccurate and misleading, contained  untrue statements of material facts, omitted to state other facts necessary to make the statements  made not misleading, and omitted to state material facts required to be stated therein.   75.  Cnova is the registrant for the IPO. The Section 11 Defendants named herein were  responsible for the contents and dissemination of the Registration Statement.   76.  As issuer of the shares, Cnova is strictly liable to Plaintiff and the Class for the  misstatements and omissions.   77.  None of the Section 11 Defendants named herein made a reasonable investigation  or possessed reasonable grounds for the belief that the statements contained in the Registration  Statement were true and without omissions of any material facts and were not misleading.   78.  By reasons of the conduct herein alleged, each Section 11 Defendant violated,  and/or controlled a person who violated Section 11 of the Securities Act.   81.  Plaintiff repeats and realleges each and every allegation contained above as if  fully set forth herein, except any allegation of fraud, recklessness or intentional misconduct.   82.  This count is asserted against the Section 11 Individual Defendants and is based  upon Section 15 of the Securities Act.   83.  The Section 11 Individual Defendants, by virtue of their offices, directorship, and  specific acts were, at the time of the wrongs alleged herein and as set forth herein, controlling  persons of Cnova within the meaning of Section 15 of the Securities Act. The Section 11  Individual Defendants had the power and influence and exercised the same to cause Cnova to  engage in the acts described herein.   84.  The Section 11 Individual Defendants’ positions made them privy to and provided  them with actual knowledge of the material facts concealed from Plaintiff and the Class.   85.  By virtue of the conduct alleged herein, the Section 11 Individual Defendants are  liable for the aforesaid wrongful conduct and are liable to Plaintiff and the Class for damages  suffered.  Background    Violation of Section 10(b) of The Exchange Act   and Rule 10b-5 Promulgated Thereunder   (Against the Company and the Individual Defendants)   Violation of Section 11 of The Securities Act  (Against the Section 11 Defendants)    Violation of Section 15 of The Securities Act  (Against the Section 11 Individual Defendants)  