DISTRICT COURT DISTRICT OF

BRENT BERSON, Individually and On Behalf of All Others Similarly Situated, CIVIL ACTION NO .

Plaintiff,

V5 . CLASS ACTION COMPLA INT MAJESCO ENTERTAINMENT COMPANY (F/K/A MAJESCO HOLDINGS INC.), CARL J YANKOWSKI, MORRIS SUTTON, JESSE SUTTON, and JAN E. CHASON, JURY TRIAL DEMANDED

Defendants .

Plaintiff, Brent Berson, ("Plaintiff') alleges the following based upon the investigation o f

Plaintiffs counsel, which included, among other things, a review of the defendants' public

documents, conference calls and announcements made by defendants, United States Securities and

Exchange Commission ("SEC") filings, wire and press releases published by and regarding Majesco

Entertainment Company (f/k/a Majesco Holdings Inc .)("Majesco" or the "Company") securities

analysts' reports and advisories about the Company, and information readily obtainable on the

Internet.

NATURE OF THE ACTION AND OVERVIEW

This is a federal class action on behalf of persons who purchased the securities of

Majesco between December 8, 2004 and July 12, 2005, inclusive (the "Class Period"), seeking t o pursue remedies under the Securities Exchange Act of 1934 (the "Exchange Act") .

2. Majesco engages in the design, manufacture, and marketing of a line of digital media peripherals and applications for digital entertainment hardware platforms, home game consoles, and

-1- portable handheld game devices primarily in the United States .

3 . The complaint alleges that defendants' Class Period representations regarding

Majesco were materially false and misleading when made for the following reasons: (1) that the

Company's transition from a narrow focused gadget video game company to a diversified vide o game company with premium frontline publishing was off track ; (2) that the Company, contrary to its express representations, was experiencing generally weak consumer demand and had high retail inventory; (3) that the Company had to take write-downs of receivables as a result of a recent bankruptcy of one of its customers ; (4) that the Company's relationships with retailers were weak ;

(5) that the launch of the Company's products had been delayed; and (6) that as a consequence of the foregoing, defendants' positive statements about the Company's growth an d progress lacked in any reasonable basis when made .

4. On July 12, 2004, Majesco drastically lowered its guidance for its fiscal year 2005.

Additionally, the Company announced that its Chief Executive Officer, Carl Yankowski, had resigned his position . This news shocked the market . Shares of Majesco fell $3 .33 per share, or

48.33 percent, on unusually high volume, on July 13, 2004, to close at $3 .56 per share.

JURISDICTION AND VENUE

5 . The claims asserted herein arise under and pursuant to Sections 10(b) and 20(a) o f the Exchange Act, (15 U.S .C. §§ 78j(b) and 78t(a)), and Rule lOb-5 promulgated thereunder (1 7

C .F.R. §240.10b-5).

6. This Court has jurisdiction over the subject matter of this action pursuant to §27 o f the Exchange Act (15 U .S .C. §78aa) and 28 U .S.C. § 1331 .

7. Venue is proper in this Judicial District pursuant to §27 of the Exchange Act, 1 5

-2- U.S.C. § 78aa and 28 U.S.C. § 1391(b). Many of the acts and transactions alleged herein, including the preparation and dissemination of materially false and misleading information, occurred i n substantial part in this Judicial Dist rict. Additionally, the Companymaintains a principal executive office in this Judicial District .

8 . In connection with the acts, conduct and other wrongs alleged in this complaint , defendants, directly or indirectly, used the means and instrumentalities of interstate commerce , including but not limited to, the United States mails, interstate telephone communications and th e facilities of the national securities exchange .

PARTIES

9. Plaintiff, Brent Berson, as set forth in the accompanying certification, incorporate d by reference herein, purchased Majesco securities at artificially inflated prices .

10. Defendant Majesco is a Delaware Corporation with its principal executive office s located at 160 Raritan Center Parkway, Edison, NJ 08837 .

11 . Defendant Carl J . Yankowski ("Yankowski") was, at all relevant times, the

Company's Chairman and Chief Executive Officer .

12 . Defendant Morris Sutton ("M. Sutton") is the Company's founder and was, at al l relevant times, the Company's Chairman Emeritus .

13 . Defendant Jesse Sutton ("J . Sutton") was, at all relevant times, the Company' s

President.

14. Defendant Jan E. Chason ("Chason") was, at all relevant times, the Company's Chie f

Financial Officer and Principal Accounting Officer.

15. Defendants Yanowski, M. Sutton, J. Sutton, and Chason are collectively referred to

-3- hereinafter as the "Individual Defendants ." The Individual Defendants, because of their positions with the Company, possessed the power and authority to control the contents of Majesco's quarterly reports, press releases and presentations to securities analysts, money and portfolio managers and institutional investors, i .e., the market. Each defendant was provided with copies of the Company's reports and press releases alleged herein to be misleading prior to or shortly after their issuance and had the ability and opportunity to prevent their issuance or cause them to be corrected . Because of their positions and access to material non-public information available to them but not to the public, each of these defendants knew that the adverse facts specified herein had not been disclosed to and were being concealed from the public and that the positive representations which were being made were then materially false and misleading . The Individual Defendants are liable for the false statements pleaded herein, as those statements were each "group-published" information, the result of the collective actions of the Individual Defendants .

SUBSTANTIVE ALLEGATIONS

Background

16 . Maj esco engages in the design, manufacture, and marketing of a line of digital media peripherals and applications for digital entertainment hardware platforms, home game consoles, and portable handheld game devices primarily in the United States . Its products include video game titles, video content titles, and digital media peripherals and applications, or gadgets . The Company also offers Game Boy Advance ("GBA") wrap-around style headphones, GBA wireless link application, GBA wireless messenger application, and stand-alone TV Arcade `plug-and-play video game systems. It sells its products directly and through resellers to retail chains, specialty retail stores, and video game rental outlets.

-4- Materially False And Misleading Statements Issued During The Class Period

17. On December 8, 2004, Majesco issued a press release entitled "Majesco Reports

Fourth Quarter and 2004 Year End Results: 2004 Net Revenue of $121 Million Exceeds Previously

Announced Annual Guidance[,] Gives Fiscal 2005 Net Revenue Guidance of $175 - $185 Million ."

Therein, the Company, with respect to its Fiscal 2005 guidance, stated :

2005 Outlook

For its fiscal year 2005, the Company expects $175-$ 185 million in net revenues and operating income of $16-$18 million . This guidance anticipates increases in net revenue for all business units and anticipated improvement in the profitability from video games, while including consideration for planned increased investment in both product development and marketing.

Mr. Yankowski continued, We believe we have positioned Majesco for significant growth in 2005 . Our current success and future strategy is based upon offering a diverse range of products and content for digital entertainment platforms. To that end, we have structured our organization around strategic business units that will focus on our three main product lines : video games, including premium priced frontline titles and lower-priced value titles ; video content, currently comprised of 18 GBA Video titles ; and digital media peripherals and applications, which include wireless and other accessories for the Game Boy Advance and our line of TV Arcade products. The new additions to our management team and board of directors bring extensive experience in building brand awareness and market share in both the retail and entertainment industries . With the additional working capital we expect to receive from our proposed secondary offering, we intend to invest in product research and development, move to a more internally driven marketing model, and aggressively grow each of our core businesses. Our longer term plans will likely include growth both organically and via affiliations."

Mr. Yankowski continued, "Building on the momentum of a strong 2004, we are positioned for continued success in 2005 with an

-5- exciting and diverse line of products and content targeting key demographic cross-sections of the population across most popular digital entertainment platforms . We remain focused on building an effective and efficient organization, dedicated to marketing and continued research and development, in order to continuously expand and improve our product pipeline ." (Emphasis added.)

18 . On January 26, 2005, Majesco issued a press release entitled "Majesco Prices Public

Offering at $75 Million for 6 Million Shares of Common Stock Wednesday January 26, 7 :00 am et."

Therein, the Company, in relevant part, stated :

Majesco Holdings Inc. (NASDAQ: COOL) : Company to Receive Approximately $46 Million in Gross Proceeds to Fund Future Growth Company Approved For Listing on the Nasdaq National Market Majesco Holdings Inc . (NASDAQ : COOL - News), an innovative provider of diversified products and content for digital entertainment platforms, today announced the pricing of a $75 million public offering comprised of approximately 3 .7 million shares issued by the company and approximately 2 .3 million existing shares offered by selling stockholders .

The Company expects to receive gross proceeds of approximately $46 million from the offering. The Company will not receive any proceeds from the sale of shares by the selling stockholders. Selling stockholders participating in the offering were required to exercise certain warrants received in the Company's February 2004 private placement. The Company expects to receive additional proceeds of approximately $11 million through the exercise of these warrants .

Carl Yankowski, Chairman and CEO commented, "This successful offering gives us the opportunity to further develop and prove Majesco's growth strategies and management team . These funds will help finance working capital, accelerate product development, fuel more marketing, and acquire new content, all of which will facilitate our diverse planned growth and leverage our unique three-pronged digital entertainment business model ." (Emphasis added.)

-6- 19. On January 31, 2005, Majesco filed its annual report with the SEC on Form 10-K.

The Company's Form 10-K was signed by the Individual Defendants and reaffirmed the Company' s previously announced financial results.

20. On March 9, 2005, Majesco issued a press release "Majesco Reports First Quarter

Financial Results : Record Net Revenues of $30.7 million, Up 24.8 Percent Over Previous Year

Quarter Management Reiterates Guidance for 2005 ." Therein, the Company, in relevant part, stated:

Majesco Holdings Inc. (NASDAQ : COOL), an innovative provider of diversified products and content for digital entertainment platforms, today announced results for its first quarter ended January 31, 2005.

The Company reported record first quarter net revenues of $30 .7 million, compared to $24 .6 million reported for the same period in 2004. Gross profit increased to $11 .0 million or 35 .7 percent of net revenues for the first quarter, compared to $7.5 million, or 30.4 percent of net revenues for the same period in 2004 . Operating income was $2 .0 million for the 2005 quarter versus operating income of $2.3 million for the same period one year ago.

Carl Yankowski, Majesco's Chairman and Chief Executive Officer, commented, "This quarter has been an exciting one for Majesco ; we were listed on the NASDAQ National Market System, and raised $60 million in net proceeds from a successful registered offering and related warrant exercise . We continued to broaden and enhance our product portfolio . Key initiatives include new premium and value games; game titles for Sony's new PSP TM including an exclusive three-game partnership with Planet Moon Studios ; the release of several new Disney properties for our Game Boy ® Advance Video product line; and development of several new wireless TV Arcade products . Looking forward, we will continue to invest in product research and development, and enhance our marketing efforts to include more exciting consumer promotions across all our businesses . We are also seeking opportunities to grow the business domestically and internationally, organically, and through strategic partnerships and other affiliations."

-7- 21 . Additionally, Majesco reiterated its expectations for fiscal 2005 :

2005 Outlook Management reiterated its expectations for fiscal 2005 , expecting revenue of $175 - $185 million and operating income of $16 - $18 million. This guidance anticipates increases in net revenue for all product lines and improvement in the profitability from video games, while including consideration for planned increased investment in marketing as well as increased infrastructure to support the Company's anticipated growth and to meet the requirements of being a NASDAQ traded company. (Emphasis added.)

22. On March 17, 2005, Majesco filed its quarterly report with the SEC on Form 10-Q .

The Company's Form 10-Q was signed by defendant Chason and reaffirmed the Company' s previously announced financial results.

23. On June 7, 2005, Majesco issued a press release "Majesco Repo rts Record Second

Quarter 2005 Financial Results : Launch of for the and PC, Continued Strong

Sales of Value Games and TV Arcade Products Drive Second Quarter Sales of $20 Million ."

Therein, the Company, in relevant part, stated:

The Company reported record second quarter net revenues of $19 .9 million, compared to $17.0 million for the same period in 2004 . Gross profit increased to $8 .4 million, or 42.4% of net revenues for the second quarter, compared to $5 .4 million, or 31 .9% of net revenues for the same period in 2004 . Operating income was $821,000 for the 2005 quarter, versus $1 .1 million for the same period one year ago . The decrease in operating income is attributable to infrastructure to support the Company's growth, as well as fulfilling obligations as a NASDAQ-listed company .

For the quarter, the Company generated net income of $189,000 compared to a net loss of $49.0 million for the second quarter of last year. The 2004 net loss was principally the result of a non-cash charge related to the issuance of warrants in connection with the Company's private placement in February 2004 (see tables for further explanation) . Excluding the non-cash charge the Company would have generated net income of $208,000 for the 2004 period . Net

-8- income applicable to common stockholders for the 2005 quarter was $0.01 per share compared to a net loss applicable to common stockholders of ($8 .35) per share for the same period last year .

Carl Yankowski, Majesco's Chairman and Chief Executive Officer, commented, "During the second quarter we announced several new premium game titles aimed at expanding our market share, as well as positioning Majesco to benefit from the upcoming hardware transition. We are proud of the reception our diverse new products received at E3 . We are entering the important second half of our fiscal year with confidence that we are well positioned to achieve our objectives for full year 2005 . We remain focused on global growth, both organic and otherwise."

24. Again, Majesco reiterated its fiscal 2005 guidance :

2005 Outlook Management reiterated its expectations for fiscal 2005 of net revenues of $175 - $185 million and operating income of approximately $16 to $18 million. This guidance includes consideration for planned increased investment in marketing as well as increased infrastructure to support the Company's anticipated growth and to meet the requirements of being a NASDAQ traded company and to comply with Sarbanes-Oxley requirements . (Emphasis added.)

25 . On June 14, 2005, Majesco filed its quarterly report with the SEC on Form l 0-Q. The

Company's Form 10-Q was signed by defendant Chason and reaffirmed the Company's previousl y announced financial results.

26 . The statements contained in ¶¶ 17-25 were materially false and misleading whe n made because defendants failed to disclose or indicate the following: (1) that the Company's transition from a narrow focused gadget video game company to a diversified video game compan y with premium frontline publishing was off track ; (2) that the Company, contrary to its expres s representations, was experiencing generally weak consumer demand and had high retail inventory;

-9- (3) that the Company had to take write-downs of receivables as a result of a recent bankruptcy of one

of its customers; (4) that the Company's relationships with retailers were weak ; (5) that the launch

of the Company's Game Boy Advance products had been delayed ; and (6) that as a consequence of the foregoing, defendants' positive statements about the Company's growth and progress lacked in any reasonable basis when made .

The Truth Begins To Emerge

27. On July 12, 2005, Majesco issued a press release entitled "Majesco Entertainment

Reduces Fiscal 2005 Financial Outlook ." Therein, the Company, in relevant part, stated:

Majesco Entertainment Company (NASDAQ : COOL), today announced it is revising annual guidance for its fiscal year ending October 31, 2005, reflecting reduced net revenues and operating results.

The Company's previously stated expectations were for net revenues of $175 to $185 million and operating income of $16 to $18 million with at least 50 percent of the net revenues occurring in the fourth fiscal quarter. The Company now anticipates net revenues for fiscal 2005 to be between $120 million and $125 million and an operating loss of $16 million to $19 million . Included in the expected operating loss are: write-downs of receivables as a result of a recent bankruptcy of one of the Company's customers ; provisions for impairments of capitalized costs and severance costs ; as well as increased allowances for price protection which will be recorded as a reduction ofrevenues. The Company anticipates that these items will total approximately $12 million and be included in the fiscal third quarter .

As a result of the factors described above, the Company expects net revenues for the current quarter ending July 31, 2005 to be in the range of $5 million to $10 million, net of the aforementioned increased provision for allowances for price protection, and an operating loss between $19 million to $22 million .

- The lower expectations are attributable to the following factors :

- Substantially weaker than expected sales across all of the Company's product lines

-10- - The movement of one of its key movie-based video game titles out of the fiscal year in order to better coincide with the related theatrical release

- Recent feedback concerning inventory levels indicates lower than expected initial orders for many of the Company's products, and soft reorders for the remainder of the year

- An exceptionally slow summer season exacerbated by an earlier than expected impact of the upcoming video game platform transitio n

"We are disappointed in our anticipated results for the year. Our weaker than expected sales and recent discussions with industry partners have led us to conclude that it is prudent to adjust our guidance." said Jesse Sutton, President . "Despite the difficult retail environment we are experiencing, we plan to exploit the growing market for video game products and remain focused on producing high-quality games and other digital entertainment products . "

28. Additionally, on July 12, 2005, Majesco issued a press release entitled "Majesco

Entertainment Company Announces Key Management Changes ." Therein, the Company, in relevant part, stated:

Majesco Entertainment Company (NASDAQ : COOL), today announced that The Board has elected current Board member Jim Halpin as Chairman of the Board . The Company also announced that under a mutual agreement with the Company, Chairman and Chief Executive Officer, Carl Yankowski, has submitted his resignation . The Board has commenced an immediate search for a permanent Chief Executive .

The Board's decision to appoint Mr . Halpin, an independent director, to the position of Chairman reflects its continued commitment to effective corporate governance practices . Additionally, Jim will be actively involved with the management of the Company and will spearhead the search for a new CEO . Mr. Halpin is on the boards of Marvel Entertainment and Life Time Fitness, Inc ., and is the founder of Riverbend, Inc, a private investment firm . From 1992 to 2001, he served as president and CEO of CompUSA and in 1998, was named one of the Top 25 Managers in the World by Business Week .

In addition, the Company announced that John Gross has joined th e

-11- company as Executive Vice President and Chief Financial Officer. Jan Chason, the former CFO will assume the newly created role of Chief Accounting Officer. Mr. Gross brings with him over 30 years of financial experience, most recently as Vice President, Corporate Development with FactSet Research Systems . Previously he held CFO positions at Rare Medium and FactSet, in addition to holding senior financial positions at PepsiCo, Reader's Digest and Cadbury Schweppes . Mr. Gross is a CPA and has an MBA from NYU .

"Jim's experience in the retail industry and superior management skills make him an excellent choice for Chairman of the Board of Majesco . We appreciate his commitment to leading us through this challenging period and beyond," said Jesse Sutton, President. "We are equally pleased with the appointment of John Gross, whose diverse and extensive financial experience will support the Company's future growth objectives ."

Added Jim Halpin, Chairman, "We also announced today that we have lowered our net revenue and operating income expectations for the year as a result of the conditions we are seeing in the marketplace . My objective is to work closely with the management team at Majesco to chart the Company's course for the future and regain investor confidence ."

29. This news shocked the market . Shares of Majesco fell $3 .33 per share, or 48 .3 3 percent, on unusually high volume, on July 13, 2004, to close at $3 .56 per share.

PLAINTIFF'S CLASS ACTION ALLEGATIONS

30. Plaintiff brings this action as a class action pursuant to Federal Rule of Civi l

Procedure 23(a) and (b)(3) on behalf of a Class, consisting of all those who purchased the securities of Majesco between December 8, 2004 and July 12, 2005, or the Class Period, and who were damaged thereby . 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 .

31 . The members of the Class are so numerous that joinder of all members is imprac-

-12- ticable. Throughout the Class Period, Majesco's securities were actively traded on the NASDAQ .

While the exact number of Class members is unknown to Plaintiff at this time and can only b e ascertained through appropriate discovery, Plaintiff believes that there are hundreds or thousands o f members in the proposed Class. Record owners and other members of the Class may be identified from records maintained by Maj esco or its transfer agent and maybe notified of the pendency of this action by mail, using the form of notice similar to that customarily used in securities class actions .

32. Plaintiff's claims are typical of the claims of the members of the Class, as al l members of the Class are similarly affected by defendants' wrongful conduct in violation of federal law that is complained of herein .

33. Plaintiff will fairly and adequately protect the interests of the members of the Clas s and has retained counsel competent and experienced in class and securities litigation .

34. Common questions of law and fact exist as to all members of the Class and predominate over any questions solely affecting individual members of the Class . Among the questions of law and fact common to the Class are :

(a) whether the federal securities laws were violated by defendants' acts as alleged herein;

(b) whether statements made by defendants to the investing public during th e

Class Period misrepresented material facts about the business, operations and management o f

Majesco; and

(c) to what extent the members of the Class have sustained damages and the proper measure of damages .

35 . A class action is superior to all other available methods for the fair and efficien t

-13- adjudication of this controversy since joinder of all members is impracticable . Furthermore, as the damages suffered by individual Class members may be relatively small, the expense and burden o f individual litigation make it impossible for members of the Class to individually redress the wrong s done to them. There will be no difficulty in the management of this action as a class action.

SCIENTER ALLEGATIONS

36. As alleged herein, defendants acted with scienter in that defendants knew that th e public documents and statements issued or disseminated in the name of the Company were materially false and misleading; knew that such statements or documents would be issued o r 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 Majesco, their control over, and/or receipt and/or modification of Maj esco's allegedly materially misleading misstatements and/or their association s with the Company which made them privy to confidential proprietary information concernin g

Majesco, participated in the fraudulent scheme alleged herein .

37. Additionally, defendants were motivated to commit the fraud alleged herein, so that

Majesco could complete a $75 million public offering on January 26, 2005 .

UNDISCLOSED ADVERSE FACT S

38 . The market for Majesco' s securities was open, well-developed and efficient at al l relevant times. As a result of these materially false and misleading statements and failures t o disclose, Majesco's securities traded at artificially inflated prices during the Class Period . Plaintiff and other members ofthe Class purchased orotherwise acquired Majesco securities relying upon th e

-14- integrity of the market price of Maj esco's securities and market information relating to Maj esco, an d have been damaged thereby .

39. During the Class Period, defendants materially misled the investing public, thereb y inflating the price of Maj esco's securities, by publicly issuing false and misleading statements an d omitting to disclose material facts necessary to make defendants' statements, as set forth herein, no t false and misleading. Said statements and omissions were materially false and misleading in that they failedto disclose material adverse information and misrepresentedthe truth about the Company, its business and operations, as alleged herein .

40. At all relevant times, the material misrepresentations and omissions particularize d in this Complaint directly or proximately caused or were a substantial contributing cause of th e damages sustained by plaintiff and other members of the Class . As described herein, during th e

Class Period, defendants made or caused to be made a series of materially false or misleadin g statements about Majesco's business, prospects and operations . These material misstatements and omissions had the cause and effect of creating in the market an unrealistically positive assessment ofMajesco and its business, prospects and operations, thus causing the Company's securities to b e overvalued and artificially inflated at all relevant times . Defendants' materially false and misleading statements during the Class Period resulted in plaintiff and other members of the Class purchasing the Company's securities at artificially inflated prices, thus causing the damages complained of herein.

LOSS CAUSATION

41 . Defendants' wrongful conduct, as alleged herein, directly and proximately caused th e economic loss suffered by Plaintiff and the Class .

-15- 42. During the Class Period, Plaintiff and the Class purchased securities of Majesco a t

artificially inflated prices and were damaged thereby . The price of Majesco's common stock

declined when the misrepresentations made to the market, and/or the information alleged herein to

have been concealed from the market, and/or the effects thereof, were revealed, causing investors'

losses.

Applicability Of Presumption Of Reliance : Fraud-On-The-Market Doctrin e

43 . At all relevant times, the market for Majesco securities was an efficient market for

the following reasons, among others:

(a) Maj esco stock met the requirements for listing, and was listed and actively trade d

on the NASDAQ, a highly efficient and automated market;

(b) As a regulated issuer, Maj esco filed periodic public reports with the SEC and th e

NASDAQ;

(c) Maj esco regularly communicated with public investors via established marke t communication mechanisms, including through regular disseminations of press releases on th e national circuits of major newswire services and through other wide-ranging public disclosures, suc h as communications with the financial press and other similar reporting services ; and

(d) Majesco was followed by several securities analysts employed by majo r brokerage firms who wrote reports which were distributed to the sales force and certain customer s of their respective brokerage firms. Each of these reports was publicly available and entered th e public marketplace .

44. As a result of the foregoing, the market for Majesco securities promptly digeste d

-16- current information regarding Majesco from all publicly-available sources and reflected suc h

information in Majesco's stock price . Under these circumstances, all purchasers of Majesc o

securities during the Class Period suffered similar injury through their purchase ofMajesco securities

at artificially inflated prices and a presumption of reliance applies .

NO SAFE HARBO R

45 . The statutory safe harbor provided for forward-looking statements under certain

circumstances does not apply to any of the allegedly false statements pleaded in this complaint .

Many of the specific statements pleaded herein were not identified as "forward-looking statements " when made. To the extent there were any forward-looking statements, there were no meaningful

cautionary statements identifying important factors that could cause actual results to differ materially

from those in the purportedly forward-looking statements. Alternatively, to the extent that the

statutory safe harbor does apply to any forward- looking statements pleaded herein , defendants are

liable for those false forward-looking statements because at the time each of those forward-looking

statements was made, the particular speaker knew that the particular forward-looking statement was false, and/or the forward-looking statement was authorized and/or approved by an executive office r of Majesco who knew that those statements were false when made .

FIRST CLAIM Violation Of Section 10(b) Of The Exchange Act Against And Rule 10b-5 Promulgated Thereunder Against All Defendant s

46. Plaintiff repeats and realleges each and every allegation contained above as if fully set forth herein .

47. During the Class Period, defendants carried out a plan, scheme and course of conduct

-17- which was intended to and, throughout the Class Period, did: (i) deceive the investing public ,

including Plaintiff and other Class members, as alleged herein ; and (ii) cause Plaintiff and othe r

members of the Class to purchase Majesco securities at artificially inflated p rices. In furtherance o f

this unlawful scheme, plan and course of conduct, defendants, and each of them, took the actions se t

forth herein.

48 . Defendants (a) employed devices, schemes, and artifices to defraud ; (b) made untrue

statements of material fact and/or omitted to state material facts necessary to make the statement s

not misleading; and (c) engaged in acts, practices, and a course ofbusiness which operated as a frau d

and deceit upon the purchasers of the Company' s securities in an effort to maintain artificially hig h

market prices for Majesco securities in violation of Section 10(b) ofthe Exchange Act and Rule I Ob-

5 . All defendants are sued either as primary participants in the wrongful and illegal conduct charge d

herein or as controlling persons as alleged below .

49 . Defendants, individually and in concert, directly and indirectly, by the use, means o r

instrumentalities of interstate commerce and/or of the mails, engaged and participated in a

continuous course of conduct to conceal adverse material information about the business, operation s

and future prospects of Majesco as specified herein.

50. These defendants employed devices, schemes, and artifices to defraud, while i n possession of material adverse non-public information and engaged in acts, practices, and a cours e

of conduct as alleged herein in an effort to assure investors of Majesco value and performance and continued substantial growth, which included the making of, or the participation in the making of , untrue statements of material facts and omitting to state material facts necessary in order to make the statements made about Majesco and its business operations and future prospects in the light of th e

-18- circumstances under which they were made, not misleading, as set forth more particularly herein,

and engaged in transactions, practices and a course of business which operated as a fraud and deceit

upon the purchasers of Majesco securities during the Class Period .

51 . Each of the Individual Defendants' primary liability, and controlling person liability,

arises from the following facts : (i) the Individual Defendants were high-level executives and/or

directors at the Company during the Class Period and members of the Company's management team

or had control thereof; (ii) each of these defendants, by virtue of his or her responsibilities and

activities as a senior officer and/or director of the Company was privy to and participated in the

creation, development and reporting of the Company's internal budgets, plans, projections and/or

reports; (iii) each of these defendants enjoyed significant personal contact and familiarity with the

other defendants and was advised of and had access to other members of the Company's

management team, internal reports and other data and information about the Company's finances,

operations, and sales at all relevant times ; and (iv) each of these defendants was aware of the

Company's dissemination of information to the investing public which they knew or recklessly

disregarded was materially false and misleading .

52. The defendants had actual knowledge of the misrepresentations and omissions o f material facts set forth herein, or acted with reckless disregard for the truth in that they failed to ascertain and to disclose such facts, even though such facts were available to them . Such defendants' material misrepresentations and/or omissions were done knowingly or recklessly and for the purpose and effect of concealing Majesco's operating condition and future business prospects from the investing public and supporting the artificially inflated price of its securities . As demonstrated by defendants' overstatements and misstatements of the Company's business, operations and earning s

-19- throughout the Class Period, defendants , if they did not have actual knowledge of the misrepresentations and omissions alleged, were reckless in failing to obtain such knowledge b y deliberately refraining from taking those steps necessary to discover whether those statements wer e false or misleading.

53 . As a result of the dissemination of the materially false and misleading informatio n and failure to disclose material facts, as set forth above, the market price of Maj esco securities was artificially inflated during the Class Period . In ignorance of the fact that market prices of Majesco' s publicly-traded securities were artificially inflated, and relying directly or indirectly on the false and misleading statements made by defendants, or upon the integrity of the market in which the securities trade, and/or on the absence of material adverse information that was known to or recklessl y disregarded by defendants but not disclosed in public statements by defendants during the Class

Period, Plaintiff and the other members of the Class acquired Majesco securities during the Clas s

Period at artificially high prices and were damaged thereby.

54. At the time of said misrepresentations and omissions, Plaintiff and other members of the Class were ignorant of their falsity, and believed them to be true. Had Plaintiff and the other members of the Class and the marketplace known the truth regarding the problems that Majesco wa s experiencing, which were not disclosed by defendants, Plaintiff and other members of the Class would not have purchased or otherwise acquired their Majesco securities, or, if they had acquired such securities during the Class Period, they would not have done so at the artificially inflated price s which they paid .

55. By virtue of the foregoing, defendants have violated Section 10(b) of the Exchang e

Act, and Rule IOb-5 promulgated thereunder .

-20- 56. As a direct and proximate result of defendants' wrongful conduct, Plaintiff and the

other members of the Class suffered damages in connection with their respective purchases and sales

of the Company's securities during the Class Period .

SECOND CLAIM Violation Of Section 20(a) Of The Exchange Act Against the Individual Defendants

57. Plaintiff repeats and realleges each and every allegation contained above as if fully

set forth herein.

58 . The Individual Defendants acted as controlling persons of Majesco within th e

meaning of Section 20(a) of the Exchange Act as alleged herein . By virtue of their high-level

positions, and their ownership and contractual rights, participation in and/or awareness of the

Company's operations and/or intimate knowledge of the false financial statements filed by the

Company with the SEC and disseminated to the investing public, the Individual Defendants had the power to influence and control and did influence and control, directly or indirectly, the decision- making of the Company, including the content and dissemination of the various statements whic h

Plaintiff contends are false and misleading . The Individual Defendants were provided with or had unlimited access to copies of the Company's reports, press releases, public filings and other statements alleged by Plaintiff to be misleading prior to and/or shortly after these statements were issued and had the ability to prevent the issuance of the statements or cause the statements to be corrected.

59. In particular, each of these defendants had direct and supervisory involvement in the day-to-day operations of the Company and, therefore, is presumed to have had the power to control or influence the particular transactions giving rise to the securities violations as alleged herein, an d

-21- exercised the same.

60. As set forth above, Majesco and the Individual Defendants each violated Sectio n

10(b) and Rule 1 Ob-5 by their acts and omissions as alleged in this Complaint . By virtue of thei r

positions as controlling persons, the Individual Defendants are liable pursuant to Section 20(a) o f

the Exchange Act . As a direct and proximate result of defendants' wrongful conduct, Plaintiff an d

other members of the Class suffered damages in connection with their purchases of the Company' s

securities during the Class Period.

WHEREFORE, Plaintiff prays for relief and judgment, as follows :

(a) Determining that this action is a proper class action , designating Plaintiff as Lead

Plaintiff and certifying Plaintiff as a class representative under Rule 23 of the Federal Rules of Civi l

Procedure and Plaintiff' s counsel as Lead Counsel ;

(b) Awarding compensatory damages in favor of Plaintiff and the other Clas s

members against all defendants, jointly and severally, for all damages sustained as a result o f

defendants' wrongdoing, in an amount to be proven at trial, including interest thereon ;

(c) Awarding Plaintiff and the Class their reasonable costs and expenses incurred in this action, including counsel fees and expert fees; and

(d) Such other and further relief as the Court may deem just and proper .

-22- JURY TRIAL DEMANDE D

Plaintiff hereby demands a trial by jury.

Dated:

LITE, DEPALMA, GREENBERG & RIVAS, LLC By: Joseph J. DePalma, Esquire (JD-7697) 2 Gateway Center 12th Floor Newark, New Jersey 07102 Telephone (973) 623-3000

SCHIFFRIN & BARROWAY, LLP Marc A. Topaz, Esquire Richard A. Maniskas, Esquire Tamara Skvirsky, Esquire 280 King of Prussia Road, Radnor, PA 1908 7 (610) 667-7706

Attorneys for Plaintiff

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