5 Penn Plaza
14th Floor
New York, NY 10001
(646) 731-1000

(Address including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of  “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13(e)-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant files a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer, solicitation or sale is not permitted.

Preliminary — Subject to Completion — Dated MARCH 31 , 2015

PROPOSED MERGER — YOUR VOTE IS VERY IMPORTANT

 

To the Stockholders of Cover-All Technologies Inc.:

Majesco, a California corporation (“Majesco”), and Cover-All Technologies Inc., a Delaware corporation (“Cover-All”), entered into an Agreement and Plan of Merger on December 14, 2014 (as it may be amended or modified, the “Merger Agreement”), pursuant to which Cover-All will merge with and into Majesco, with Majesco surviving the merger (the “Merger”). The board of directors of Cover-All has unanimously approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. In addition, the board of directors of Majesco has unanimously approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock of Cover-All, par value $0.01 per share (“Cover-All common stock”), issued and outstanding immediately prior to the Effective Time (other than treasury shares) will be automatically cancelled and extinguished and converted into the right to receive the number of shares of common stock of Majesco, par value $0.002 per share (“Majesco common stock”), multiplied by the Exchange Ratio. The “Exchange Ratio” is 0.21466, which is the exchange ratio expected to result in a number of shares of common stock of the combined company such that, at the Effective Time, holders of the issued and outstanding Cover-All common stock and outstanding options and restricted stock units and other equity awards of Cover-All will in the aggregate hold approximately 16.5% of the total capitalization of the combined company. The Exchange Ratio gives effect to a planned reverse stock split of Majesco’s outstanding shares of common stock described under “Description of Majesco’s Capital Stock” (the “Majesco Reverse Stock Split”) and is also subject to adjustment in the event of a forward or reverse stock split, stock dividend (including any dividend or distribution of convertible securities), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Cover-All common stock occurring on or after the date of the Merger Agreement and prior to the Effective Time to provide the holders of shares of Cover-All common stock with the same economic benefit as contemplated by the Merger Agreement prior to any such stock split, dividend, distribution, reorganization or other like change.

Under the Merger Agreement, any issued and outstanding warrants to purchase Cover-All common stock that are not exercised or cancelled prior to the Effective Time will be assumed by the combined company in accordance with their terms on the same terms and conditions as were applicable to such warrants immediately prior to the Effective Time, with the number of shares subject to, and the exercise price applicable to, such warrants being appropriately adjusted based on the Exchange Ratio. At the Effective Time, all outstanding and unexercised options to purchase Cover-All common stock, whether or not exercisable or vested, will be replaced and substituted for by options to purchase common stock of the combined company on the same terms and conditions as were applicable to such options immediately prior to the Effective Time, with the number of shares subject to, and the exercise price applicable to, such options being appropriately adjusted based on the Exchange Ratio. Finally, at the Effective Time, the terms of each restricted stock unit (“RSU”) that is settleable in shares of Cover-All common stock that is outstanding and unvested prior to the Effective Time and does not fully vest by its terms as of the Effective Time will be adjusted as necessary and replaced and substituted for by a RSU to acquire common stock of the combined company on the same terms and conditions as were applicable to such RSU immediately prior to the Effective Time, as adjusted based on the Exchange Ratio.

Immediately following the completion of the Merger, the holders of common stock, options and restricted units and other equity awards of Coverall-All are expected to own approximately 16.5% of the outstanding common stock of the combined company, and the current shareholders of Majesco are expected to own approximately 83.5% of the outstanding common stock of the combined company.

The Cover-All common stock is currently listed on the NYSE MKT (formerly, NYSE Amex) under the symbol “COVR.” Following the Merger, all Cover-All common stock will be de-listed from the NYSE MKT and de-registered under the Exchange Act of 1934, as amended (the “Exchange Act”). On            , 2015, the latest practicable date before the printing of this proxy statement/prospectus, the closing sale price of Cover-All common stock was $    per share.

While Majesco is not currently a public company, it will be following the effectiveness of the registration statement of which this proxy statement/prospectus is a part, and the closing of the merger, and will become subject to the reporting requirements of the Exchange Act. Majesco has filed a listing

application for the Majesco common stock with the NYSE MKT under the symbol “MJCO,” and the combined company is expected to be publicly traded on the NYSE MKT under this symbol following the completion of the Merger, subject to receipt of the NYSE MKT’s approval and official notice of issuance. While trading on the NYSE MKT is expected to begin on the first business day following the date of completion of the Merger, there can be no assurance that a viable and active trading market will develop. Majesco will be an “emerging growth company” as defined in the Jumpstart Our Business Startups of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

Majesco will also be a “controlled company” under the corporate governance rules for NYSE MKT-listed companies. Majesco will therefore be permitted to, and intends to, elect to exempt itself from complying with certain NYSE MKT corporate governance requirements related to director independence. See “Management of the Combined Company Following the Merger — Composition of the Board and Director Independence.”

Cover-All is soliciting proxies for use at a special meeting of its stockholders to consider and vote upon (i) a proposal to approve the Merger and Merger Agreement and (ii) a proposal to adjourn the Cover-All special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of approving the Merger and Merger Agreement. The board of directors of Cover-All has unanimously approved the Merger and the Merger Agreement and unanimously recommends that Cover-All stockholders vote FOR each of the foregoing proposals. In considering the recommendation of the Cover-All board of directors, you should be aware that certain directors and executive officers of Cover-All will have interests in the Merger that may be different from, or in addition to, the interests of Cover-All stockholders generally. See the section entitled “The Merger — Interests of Directors and Executive Officers in the Merger” beginning on page 90 of the proxy statement/prospectus. Approval of the Merger and the Merger Agreement by the affirmative vote of Cover-All stockholders holding a majority of the outstanding shares of Cover-All common stock entitled to vote on the matter is necessary to complete the Merger.

Concurrently with the execution of the Merger Agreement, RENN Universal Growth Investment Trust plc (“RENN”) entered into a voting agreement (the “Voting Agreement”) with Majesco with respect to the 7,634,400 shares of Cover-All common stock owned by RENN, in the aggregate, as of such date (the “Subject Shares”). Pursuant to the Voting Agreement, among other things, RENN agreed to vote the Subject Shares in favor of the Merger and against, among other things, proposals opposing or competing with the Merger. As of            , 2015, the latest practicable date before the printing of this proxy statement/prospectus, the Subject Shares constituted approximately 28.7% of the issued and outstanding Cover-All common stock. For more information, see the section entitled “The Voting Agreement” beginning on page 114 .

Your vote is very important. Whether or not you plan to attend the Cover-All special meeting of stockholders, please submit your proxy as promptly as possible (i) through the Internet, (ii) by telephone or (iii) by marking, signing and dating the enclosed proxy card and returning it in the postage-paid envelope provided to make sure that your shares are represented at the special meeting. Please note, however, that if your shares are held in “street name” by a broker or other nominee and you wish to vote in person at the Cover-All special meeting, you must obtain a proxy issued in your name from such record holder prior to the special meeting.

Enclosed is a notice of the special meeting of Cover-All stockholders and a proxy statement/prospectus containing detailed information concerning the special meeting, the terms of the Merger and the Merger Agreement, the transactions contemplated thereby and related matters. Cover-All encourages you to read carefully and in its entirety this document and all accompanying annexes and exhibits. Please pay particular attention to the section entitled “Risk Factors” beginning on page 39 for a discussion of the risks related to the Merger, the combined company following completion of the Merger and the business and operations of each of Majesco and Cover-All.

Manish D. Shah
President and Chief Executive Officer
Cover-All Technologies Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Merger or determined if this proxy statement/​prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated            , 2015 and is first being mailed to the stockholders of Cover-All on or about            , 2015.

Cover-All Technologies Inc.
412 Mt. Kemble Avenue, Suite 110C
Morristown, NJ 07960
(973) 461-5200

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON            , 2015

To the Stockholders of Cover-All:

The special meeting of stockholders of Cover-All Technologies Inc., a Delaware corporation, will be held on            , 2015, at 10:00 a.m., local time, at the Hilton Parsippany, 1 Hilton Ct., Parsippany, NJ 07054 for the following purposes:

1.

To consider and vote upon a proposal to approve the adoption of the Agreement and Plan of Merger, dated as of December 14, 2014, as amended, by and between Majesco and Cover-All (as it may be further modified or amended, the “Merger Agreement”) and the completion of the merger of Cover-All with and into Majesco, with Majesco as the surviving corporation and Cover-All ceasing its corporate existence (the “Merger”), and the other transactions contemplated therein (“Cover-All Proposal No. 1”); and

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2.

To consider and vote upon a proposal to approve the adjournment of the Cover-All special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Cover-All Proposal No. 1 (“Cover-All Proposal No. 2”); and

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3.

To conduct any other business as may properly come before the Cover-All special meeting or any adjournment or postponement thereof.

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The Cover-All board of directors has unanimously determined that the Merger, upon the terms and conditions set forth in the Merger Agreement, and the other transactions contemplated by the Merger Agreement are advisable and fair to, and in the best interests of, Cover-All and its stockholders. The Cover-All board of directors makes its recommendation to the Cover-All stockholders after consideration of the factors described in this proxy statement/prospectus. The Cover-All board of directors unanimously recommends that Cover-All stockholders vote FOR Cover-All Proposal Nos. 1 and 2 above.

The Cover-All board of directors has fixed            , 2015 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Cover-All special meeting and any adjournment or postponement thereof. Only holders of record of shares of Cover-All common stock at the close of business on the record date are entitled to notice of, and to vote at, the Cover-All special meeting. At the close of business on the record date, Cover-All had           shares of common stock outstanding and entitled to vote.

Your vote is important. The affirmative vote of the holders of a majority of the shares of the outstanding Cover-All common stock entitled to vote on the matter is required for approval of Cover-All Proposal No. 1. The affirmative vote of a majority of the votes cast either in person or by proxy at the Cover-All special meeting is required for approval of Cover-All Proposal No. 2.

All Cover-All stockholders of record are cordially invited to attend the Cover-All special meeting in person. However, even if you plan to attend the Cover-All special meeting in person, Cover-All urges you to submit your proxy as promptly as possible (i) through the Internet, (ii) by telephone or (iii) by marking, signing and dating the enclosed proxy card and returning it in the postage-paid envelope as instructed on the enclosed proxy card to ensure that your shares of Cover-All common stock will be represented at the Cover-All special meeting if you are unable to attend. If you do attend the Cover-All special meeting and wish to vote in person, you may withdraw your proxy and vote in person.

If you sign, date and mail your proxy card without indicating how you wish to vote, all of your shares will be voted FOR Cover-All Proposal Nos. 1 and 2. If you fail to submit your proxy as instructed on the enclosed proxy card, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Cover-All special meeting and will have the same effect as a vote against Cover-All Proposal No. 1, but will have no effect on the outcome of Cover-All Proposal No. 2.

Pursuant to rules adopted by the Securities and Exchange Commission, Cover-All has elected to provide access to the proxy materials of Cover-All both by sending you this full set of proxy materials, including a proxy card, and by making a copy of the proxy materials available to you on the Internet. This proxy statement/prospectus, a form of proxy card and Cover-All’s Annual Report to Stockholders for the year ended December 31, 2014 are available on the Internet at www.snl.com/irweblinkx/ ​ corporateprofile.aspx?iid=4090547 .

This proxy statement/prospectus provides you with detailed information about the merger and the other business to be considered by Cover-All stockholders at the special meeting. Cover-All encourages you to read the entire document carefully. Please pay particular attention to the section entitled “Risk Factors ” beginning on page 39 for a discussion of the risks related to the Merger, the combined company following the completion of the Merger and the business and operations of each of Cover-All and Majesco.

By Order of the Board of Directors,
   
Manish D. Shah
President and Chief Executive Officer
           , 2015

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms a part of a registration statement on Form S-4 filed with the SEC by Majesco (File No. 333-202180), constitutes a prospectus of Majesco under Section 5 of the Securities Act of 1933, as amended, with respect to the shares of Majesco common stock to be issued to the Cover-All stockholders in connection with the Merger.

This proxy statement/prospectus also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to a Cover-All special meeting of stockholders, at which Cover-All stockholders will be asked to consider and vote upon certain proposals, including (i) a proposal to approve the Merger and the Merger Agreement and (ii) a proposal to approve the adjournment of the Cover-All special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of approving the Merger and the Merger Agreement.

You should rely only on the information contained in this proxy statement/prospectus to vote your shares at the Cover-All special meeting. Neither Majesco nor Cover-All has authorized anyone to give any information or make any representation about the Merger, Majesco or Cover-All that is different from, or in addition to, the information or representations contained in this proxy statement/prospectus. Therefore, if anyone does give you information or representations of this sort, you should not rely on it or them. The information contained in this proxy statement/prospectus speaks only as of the date of this document unless the information specifically indicates that another date applies.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation. Information contained in this proxy statement/prospectus regarding Majesco or its affiliates has been provided by Majesco and information contained in this proxy statement/​prospectus regarding Cover-All or its affiliates has been provided by Cover-All.

USE OF NON-GAAP FINANCIAL MEASURES

In evaluating its business, Majesco and Cover-All consider and use EBITDA as a supplemental measure of their operating performance. Majesco and Cover-All define EBITDA as earnings before interest, taxes, depreciation and amortization. Majesco and Cover-All present EBITDA because they believe it is frequently used by securities analysts, investors and other interested parties as a measure of financial performance.

The term EBITDA is not defined under U.S. generally accepted accounting principles, or U.S. GAAP, and is not a measure of operating income, operating performance or liquidity presented in accordance with U.S. GAAP. EBITDA has limitations as an analytical tool, and when assessing Majesco’s or Cover-All’s operating performance, investors should not consider EBITDA in isolation, or as a substitute for net income (loss) or other consolidated income statement data prepared in accordance with U.S. GAAP. Among other things, EBITDA does not reflect Majesco’s or Cover-All’s actual cash expenditures. Other companies may calculate similar measures differently than Majesco or Cover-All, limiting their usefulness as comparative tools. Majesco and Cover-All compensate for these limitations by relying on U.S. GAAP results and using EBITDA only supplementally.

ii

iii

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No fractional shares of Majesco common stock will be issued to Cover-All stockholders in the Merger. Instead, Cover-All stockholders will be entitled to receive the next highest number of whole shares of Majesco common stock in lieu of any fractional shares of Majesco common stock that they would otherwise be entitled to receive in the Merger.

By way of illustration, if you are a holder of 10,000 shares of Cover-All common stock and the Merger closes before June 1, 2015, you will receive 2,147 shares of Majesco common stock in the Merger, or 0.01% of the combined company capital stock. If the Merger closes after June 1, 2015 and the 227,500 out-of-the-money options expire unexercised, you will receive 2,165 shares of Majesco common stock in the Merger, or 0.01% of the combined company capital stock.

The Exchange Ratio is also subject to adjustment in the event of a forward or reverse stock split, stock dividend (including any dividend or distribution of convertible securities), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Cover-All common stock occurring prior to the Effective Time to provide the holders of Cover-All common stock with the same economic benefit as contemplated by the Merger Agreement prior to any such stock split, dividend, distribution, reorganization or other like change.

All Cover-All common stock owned by Cover-All or its wholly-owned subsidiary, Cover-All Systems, Inc. (the “Cover-All Subsidiary”) will be cancelled at the Effective Time without further consideration. For a more complete discussion of what Cover-All stockholders will receive in connection with the Merger, see the sections entitled “The Merger — What Cover-All Stockholders Will Receive in the Merger,” “The Merger — Ownership of the Combined Company After the Completion of the Merger” and “The Merger Agreement — Merger Consideration.”

Q:

What will holders of Cover-All options and restricted stock units receive in the Merger?

​

A:

All outstanding and unexercised options to purchase Cover-All common stock, whether or not exercisable or vested, will be replaced and substituted for by options to purchase Majesco common stock on the same terms and conditions as were applicable to such options immediately prior to the Effective Time, with the number of shares subject to, and the exercise price applicable to, such options being appropriately adjusted based on the Exchange Ratio described above.

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The terms of each restricted stock unit (“RSU”) that is settleable in shares of Cover-All common stock that is outstanding and unvested prior to the Effective Time and does not fully vest by its terms as of the Effective Time will be adjusted as necessary and replaced and substituted for by a RSU to acquire Majesco common stock on the same terms and conditions as were applicable to such RSU immediately prior to the Effective Time, as adjusted based on the Exchange Ratio described above.

Q:

What will Cover-All warrant holders receive in the Merger?

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A:

Any issued and outstanding warrants to purchase shares of Cover-All common stock that are not exercised or cancelled prior to the Effective Time will be assumed by Majesco in accordance with their terms on the same terms and conditions as were applicable to such warrants immediately prior to the Effective Time, with the number of shares subject to, and the exercise price applicable to, such warrants being appropriately adjusted based on the Exchange Ratio.

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Q:

Will the Majesco common stock be listed on a stock exchange?

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A:

Majesco has filed a listing application for the Majesco common stock with the NYSE MKT (formerly, NYSE Amex) under the symbol “MJCO,” and the combined company is expected to be publicly traded on the NYSE MKT under this symbol following the completion of the Merger, subject to receipt of the NYSE MKT’s approval and official notice of issuance. While trading in Majesco common stock on the NYSE MKT is expected to begin on the first business day following the date of completion of the Merger, there can be no assurance that a viable and active trading market will develop. For more information, see “The Merger — NYSE MKT Listing of Majesco Common Stock.”

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Q:

What am I being asked to vote on and why is this approval necessary?

​

A:

Cover-All stockholders are being asked to vote on the following proposals:

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Cover-All Proposal No. 1 :   To adopt the Merger Agreement and thereby approve the completion of the Merger.

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•

Cover-All Proposal No. 2 :   To approve the adjournment of the Cover-All special meeting, if necessary, to solicit additional proxies in favor of Cover-All Proposal No. 1 if there are not sufficient votes in favor of Cover-All Proposal No. 1 (together with Cover-All Proposal No. 1, the “Cover-All Proposals”).

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Stockholder approval of the Merger Agreement and Merger is required for completion of the Merger. Cover-All does not plan to transact any business at the Cover-All special meeting, except for business properly brought before the Cover-All special meeting or any adjournment or postponement thereof.

For more information, see “The Special Meeting of Cover-All Stockholders — Purpose of the Cover-All Special Meeting” and “Cover-All Proposals.”

Q:

What vote is required to approve each of the Cover-All Proposals?

​

A:

The required vote for each of the Cover-All Proposals is as follows:

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•

Cover-All Proposal No. 1 :   The holders of a majority of the shares of outstanding Cover-All common stock entitled to vote on the matter must vote in favor of the adoption of the Merger Agreement and Merger in order to approve the Merger. Abstentions and broker non-votes will be counted as shares present and entitled to vote in determining whether a quorum is present but will have the same effect as voting AGAINST Cover-All Proposal No. 1.

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•

Cover-All Proposal No. 2 :   A majority of the votes cast either in person or by proxy at the Cover-All special meeting must be in favor of any adjournment of the Cover-All special meeting to solicit additional proxies in favor of Cover-All Proposal No. 1 in order to approve such adjournment. Abstentions and broker non-votes will be counted as shares present and entitled to vote in determining whether a quorum is present but will have no effect on the outcome of Cover-All Proposal No. 2.

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Concurrently with the execution of the Merger Agreement, RENN Universal Growth Invest Trust plc (collectively, “RENN”) entered into a voting agreement (the “Voting Agreement”) with Majesco with respect to the aggregate 7,634,400 shares of Cover-All common stock held by RENN, in aggregate, as of such date (the “Subject Shares”). As of            , 2015, the latest practicable date before the printing of this proxy statement/prospectus, the Subject Shares constituted approximately 28.7% of the issued and outstanding Cover-All common stock. Pursuant to the Voting Agreement, among other things, RENN agreed to vote the Subject Shares (i) in favor of the Merger at every meeting (or in connection with any action by written consent) of the stockholders of Cover-All at which such matters are considered and (ii) against, among other things, any proposal opposing or competing with the Merger. The Voting Agreement terminates upon the earlier of  (i) mutual termination by the parties thereto, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) the consummation of the Merger, (iv) the transfer of the Subject Shares, (v) an amendment to the Merger Agreement without the consent of RENN or (vi) July 30, 2015 or such later date as the parties may agree under certain provisions of the Merger Agreement. The Voting Agreement does not change the amount of votes required to approve Cover-All Proposal No. 1 or 2. For more information, see the section entitled “The Voting Agreement.”

For more information regarding the required vote for approval of the Cover-All Proposals, see “The Special Meeting of Cover-All Stockholders — Required Vote.”

Q:

How does the Cover-All board of directors recommend that Cover-All stockholders vote with respect to each of the Cover-All Proposals?

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A:

The Cover-All board of directors unanimously recommends that the Cover-All stockholders vote FOR Cover-All Proposal No. 1 (to approve the adoption of the Merger Agreement and the completion of

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the Merger) and FOR Cover-All Proposal No. 2 (the adjournment of the Cover-All Special Meeting, if necessary, to solicit additional proxies in favor of Cover-All Proposal No. 1 if there are not sufficient votes in favor of Cover-All Proposal No. 1). The Cover-All board of directors made its unanimous recommendation after considering the factors described in the section entitled “The Merger — Recommendations of the Cover-All Board of Directors and its Reasons for the Merger.”

Q:

What risks should I consider in deciding whether to vote in favor of the Cover-All Proposals?

​

A:

You should carefully review the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page 39, which presents risks and uncertainties related to the Merger, the combined company, and the business and operations of each of Majesco and Cover-All.

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Q:

How will Cover-All stockholders be affected by the Merger?

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A:

In the Merger, each issued and outstanding share of Cover-All common stock (other than treasury shares) will be automatically cancelled and extinguished and converted into the right to receive a number of shares of Majesco common stock based on the Exchange Ratio, and holders of issued and outstanding Cover-All common stock, options, restricted stock units and other equity awards of Cover-All are expected to hold in the aggregate approximately 16.5% of the total capitalization of the combined company. See “Q: What will Cover-All stockholders receive in the Merger?,” “Q: What will holders of Cover-All options and restricted stock units receive in the Merger?” and “Q: What will Cover-All warrant holders receive in the Merger?”

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In the Merger, Cover-All will be merged with and into Majesco, and Cover-All will cease to exist as a separate corporate entity. Following the Merger, all Cover-All common stock then outstanding and listed on the NYSE MKT will be de-listed from the NYSE MKT and de-registered under the Exchange Act.

Cover-All is a corporation organized under the laws of the State of Delaware, while Majesco is a corporation organized under the laws of the State of California. Due to differences between California and Delaware law, and between the governing documents of Cover-All and those of Majesco, Cover-All stockholders receiving Majesco common stock in connection with the Merger will have different rights once they become Majesco stockholders. The material differences are described in detail under the section entitled “Comparison of Rights of Cover-All Stockholders and Majesco Shareholders.”

Q:

Why is Cover-All proposing to effect the Merger?

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A:

The board of directors of Cover-All has unanimously approved the Merger Agreement and the Merger. The combination of the two companies will, among other things, create more value for Cover-All stockholders in the long-term than Cover-All could create as a stand-alone business given the challenges in its business and those presented by a volatile economy, and because the ability to create long-term value for Cover-All stockholders would result in the need for Cover-All to raise additional capital which the Cover-All board believes would be dilutive to its stockholders and would impair the value of Cover-All common stock.

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For more information on the reasons for the Merger, see “The Merger — Recommendations of the Cover-All Board of Directors and its Reasons for the Merger.”

Q:

Is the Exchange Ratio subject to adjustments based on fluctuations in the price of Cover-All common stock or value of Majesco common stock?

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A:

No. The Exchange Ratio is 0.21466, subject to adjustment as described above, such as for stock splits and like changes, as set forth in the Merger Agreement. No adjustments will be made to the Exchange Ratio based on fluctuations in the price of Cover-All common stock or the value of Majesco common stock prior to the completion of the Merger. As a result of any such market fluctuations in stock price or value, the aggregate value of the shares of Majesco common stock that the Cover-All stockholders

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are entitled to receive at the time that the Merger is completed could vary significantly from the value of such shares on the date of this proxy statement/prospectus, the date of the Cover-All annual meeting or the date on which the Cover-All stockholders actually receive their shares of Majesco common stock.

On December 12, 2014, the last trading day prior to the announcement of the proposed Merger, the last reported sale price of Cover-All’s common stock was $1.29 per share, for an aggregate market value of Cover-All of  $34.6 million, or $37.8 million on a fully diluted basis. On            , 2015, the latest practicable date before the printing of this proxy statement/prospectus, the last reported sale price of Cover-All’s common stock was $          per share, for an aggregate market value of Cover-All of  $          million, or $          million on a fully diluted basis. Assuming the issuance on such date of an aggregate of 6,041,766 shares of Majesco common stock (after giving effect to the Majesco Reverse Stock Split) based on an Exchange Ratio of 0.21466, if the Merger were completed on such date, the market value attributable to the shares of Majesco common stock to be issued to Cover-All’s stockholders in the aggregate, or approximately 16.5% of the outstanding shares of the combined company, would equal $          million.

For a more complete discussion of the Exchange Ratio, see the section entitled “The Merger — What Cover-All Stockholders Will Receive in the Merger.”

Q:

What will holders of Cover-All warrants, stock options and RSUs receive in the Merger?

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A:

Under the Merger Agreement, any issued and outstanding warrants to purchase shares of Cover-All common stock that are not exercised or cancelled prior to the Effective Time will be assumed by Majesco in accordance with their terms on the same terms and conditions as were applicable to such warrants immediately prior to the Effective Time, with the number of shares subject to, and the exercise price applicable to, such warrants being appropriately adjusted based on the Exchange Ratio. At the Effective Time, all outstanding and unexercised options to purchase Cover-All common stock, whether or not exercisable or vested, will be replaced and substituted for by options to purchase Majesco common stock on the same terms and conditions as were applicable to such options immediately prior to the Effective Time, with the number of shares subject to, and the exercise price applicable to, such options being appropriately adjusted based on the Exchange Ratio. Finally, at the Effective Time, the terms of each RSU that is settleable in shares of Cover-All common stock that is outstanding and unvested prior to the Effective Time and does not fully vest by its terms as of the Effective Time will be adjusted as necessary and replaced and substituted for by a RSU to acquire Majesco common stock on the same terms and conditions as were applicable to such RSU immediately prior to the Effective Time, as adjusted based on the Exchange Ratio.

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For a more complete discussion of what holders of Cover-All stock options, warrants and RSUs will receive in connection with the Merger, see the section entitled “The Merger — Treatment of Cover-All Stock Options, Warrants and RSUs.”

Q:

How will the Merger affect Cover-All’s business?

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A:

For a more complete discussion of the existing businesses of Cover-All and Majesco, see the sections entitled “Majesco’s Business,” “Majesco’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Cover-All’s Business,” and “Cover-All’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, you should carefully review the section entitled “Risk Factors,” which presents risks and uncertainties related to the Merger, the combined company following the completion of the Merger, and the business and operations of each of Cover-All and Majesco.

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Q:

Will the shares of Majesco common stock received by Cover-All stockholders in the Merger be subject to any transfer restrictions?

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A:

The shares of Majesco common stock to be issued to Cover-All stockholders in connection with the merger will be registered under the Securities Act and will generally be freely transferable, except for

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shares issued to any Cover-All stockholders who become affiliates of Majesco for purposes of Rule 144 (“Rule 144”) under the Securities Act of 1933, as amended (“Securities Act”), which may be resold by such affiliates only in transactions permitted by Rule 144 or as otherwise permitted under the Securities Act.

For a more complete discussion of the restrictions on sales of shares of Majesco common stock received by Cover-All stockholders in the Merger, see the section entitled “The Merger — Restrictions on Sales of Shares of Majesco Common Stock Received by Cover-All Stockholders in the Merger.”

Q:

Does Cover-All have debt that will become an obligation of the combined company following the Merger?

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A:

No. As noted below, Cover-All will be required to pay off its current indebtedness in connection with the Merger. Cover-All entered into a Loan and Security Agreement (the “Credit Agreement”) among Imperium Commercial Finance Master Fund, LP, (“Imperium”), as lender, the Cover-All Subsidiary, as borrower, and Cover-All, as a guarantor. The Credit Agreement provides for a three-year term loan to the Cover-All Subsidiary of  $2,000,000, evidenced by a Term Note in favor of Imperium, and a three-year revolving credit line to the Cover-All Subsidiary of up to $250,000, evidenced by a Revolving Credit Note in favor of Imperium (together with the Term Note, the “Imperium Notes”). All amounts borrowed under the term loan and the revolving credit line are secured by a security interest in all of the assets of the Cover-All Subsidiary and guaranteed by Cover-All, which guarantee is secured by a pledge by Cover-All of all of the outstanding shares of capital stock of the Cover-All Subsidiary. As of December 31, 2014, no balance was outstanding under the Revolving Credit Line. As of December 31, 2014, the principal balance outstanding under the Term Note was $2,000,000.

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Interest on the outstanding principal balance under the Imperium Notes accrues at a fixed rate equal to 8% per annum and is payable monthly. The $2,000,000 principal balance and any remaining interest under the Imperium Notes will be immediately due and payable on the earliest of  (1) September 10, 2015, or (2) the date Imperium’s obligation to advance funds under the revolving credit line is terminated following an event of default under the Credit Agreement.

Pursuant to the terms of the Merger Agreement, all amounts outstanding under the Credit Agreement will be repaid in full and all indebtedness thereunder discharged and such Credit Agreement will be terminated in connection with the consummation of the Merger and the other transactions contemplated thereby.

For more information, see “The Merger Agreement — Certain Covenants of the Parties — Credit Agreement; Warrants” and “Index to Cover-All Financial Statements.”

Q:

What was the role of the Cover-All board of directors in connection with the Merger?

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A:

In addition to reviewing, evaluating and negotiating the terms and conditions of the Merger and considering the interests of Cover-All’s directors and executive officers in the Merger, the Cover-All board of directors conducted a review of all strategic alternatives for Cover-All in an effort to maximize stockholder value, including continuing Cover-All as a stand-alone publicly traded company and entering into strategic transactions with a number of other operating companies.

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The Cover-All board of directors recommends that the Merger Agreement and the transactions contemplated thereby, including the Merger, be approved by the stockholders of Cover-All. The Cover-All board of directors made its recommendation to the Cover-All stockholders after considering the factors described in the section entitled “The Merger — Recommendations of the Cover-All Board of Directors and its Reasons for the Merger.”

Q:

What are the material U.S. federal income tax consequences of the Merger to a U.S. holder of Cover-All common stock?

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A:

The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Epstein Becker & Green, P.C. (“Epstein Becker & Green”) will be rendering its written opinion regarding such qualification for Cover-All and Pepper Hamilton LLP (“Pepper Hamilton”) will be rendering its written opinion regarding such

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qualification for Majesco, in each case, as a condition to closing of the Merger. As a result of the reorganization, it is anticipated that U.S. holders of Cover-All common stock receiving Majesco common stock in the Merger in exchange for Cover-All common stock generally will not recognize gain or loss for U.S. federal income tax purposes as a result of such exchange.

The opinions of counsel will rely on certain assumptions as well as representations made by Cover-All and Majesco, respectively, including factual representations and certifications contained in officers’ certificates to be delivered at closing, and will assume that those representations are true, correct and complete, without regard to any knowledge limitation. If any of these representations or assumptions are inconsistent with the actual facts, the opinions could become invalid as a result, and the U.S. federal income tax treatment of the Merger could be adversely affected. An opinion of counsel represents counsel’s best legal judgment and is not binding on the Internal Revenue Service (the “IRS”) or any court. No ruling has been, or will be, sought from the IRS as to the tax consequences of the Merger.

Tax matters are very complicated, and the tax consequences of the Merger to any particular Cover-All stockholder will depend on such stockholder’s circumstances. Accordingly, you are urged to consult your own tax advisor for a full understanding of the tax consequences of the Merger to you, including the applicability and effect of federal, state, local and foreign income and other tax laws. For a more complete discussion of the material U.S. federal income tax consequences of the Merger, see the section entitled, “Material U.S. Federal Income Tax Consequences of the Merger.”

Q:

Where will I be able to trade shares of Majesco’s common stock?

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A:

Prior to consummation of the Merger, Majesco intends to file a listing application for the Majesco common stock with the NYSE MKT under the symbol “MJCO,” and the combined company is expected to be publicly traded on the NYSE MKT under this symbol following the completion of the Merger, subject to receipt of the NYSE MKT’s approval and official notice of issuance. While trading in Majesco common stock on the NYSE MKT is expected to begin on the first business day following the date of completion of the Merger, there can be no assurance that a viable and active trading market will develop. For more information, please see “The Merger — NYSE MKT Listing of Majesco Common Stock.”

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Q:

Do I have appraisal rights in connection with the Merger?

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A:

Under the Delaware General Corporate Law, as amended (“DGCL”), holders of Cover-All capital stock will not be entitled to appraisal rights in connection with the Merger.

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Q:

When is the Merger expected to be completed?

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A:

Cover-All and Majesco expect to complete the Merger as soon as practicable following the approval of the Merger and the Merger Agreement at the special meeting, assuming the satisfaction or waiver (to the extent permitted under applicable law) of all other closing conditions contained in the Merger Agreement.

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As of the date of this proxy statement/prospectus, Cover-All is not required to make filings or to obtain approvals or clearances from any regulatory authorities in the U.S. or other countries to complete the Merger. In the U.S., Majesco must comply with applicable federal and state securities laws and the rules and regulations of the NYSE MKT in connection with the issuance and listing of shares of Majesco common stock and the filing of this proxy statement/prospectus with the Securities and Exchange Commission (the “SEC”). Additionally, Majesco must obtain approval of the High Courts in Mumbai and Gujarat, India, for the consummation of the Majesco Reorganization and such consummation is a condition to the completion of the Merger. All such approvals are currently expected to be obtained by May 2015, but neither Cover-All nor Majesco can assure you that such approvals will be obtained by such date, or at all. It is, therefore, possible that factors outside of each company’s control could require Cover-All and Majesco to complete the Merger at a later time or not complete it at all.

For a more complete discussion of the conditions to the completion of the Merger, see the section entitled “The Merger Agreement — Conditions to the Completion of the Merger” and “The Merger Agreement — Regulatory Approvals Required for the Merger.” For a more complete discussion of the Majesco Reorganization, see the section entitled “Majesco’s Business — Majesco Reorganization.”

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Q:

When and where will the Cover-All special meeting take place?

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A:

The Cover-All special meeting will be held on            , 2015 at 10:00 a.m., local time, at the Hilton Parsippany, 1 Hilton Ct., Parsippany, NJ 07054.

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Q:

Who can attend and vote at the stockholder meeting?

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A:

All Cover-All stockholders of record as of the close of business on            , 2015, the record date for the Cover-All special meeting, are entitled to receive notice of and to vote at the Cover-All special meeting. For more information, see “The Special Meeting of Cover-All Stockholders — Cover-All Record Date; Shares Entitled to Vote.”

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Q:

What do I need to do now and how do I vote?

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A:

Cover-All urges you to read this proxy statement/prospectus carefully, including its annexes, and to consider how the Merger may affect you.

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If you are a Cover-All stockholder, you may vote by telephone or through the Internet by following the instructions included on your proxy card, or you may indicate on the enclosed proxy card how you would like to vote, sign and return the proxy card in the enclosed postage-paid envelope, or you may attend the Cover-All special meeting in person. Please provide your proxy instructions only once and as soon as possible so that your shares can be voted at the Cover-All special meeting.

If you hold your shares in “street name” through a broker or other nominee please refer to your proxy card or the information forwarded by your broker or other nominee to see which options are available to you. For more information, see “The Special Meeting of Cover-All Stockholders — Shares Held in Street Name; Broker Non-Votes.”

As discussed below, please do not submit your Cover-All stock certificates at this time. If the Merger is completed, you will receive instructions for surrendering your Cover-All stock certificates in exchange for the Merger consideration.

Q:

How many votes do I and others have?

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A:

Each Cover-All shareholder is entitled to one vote for each share of Cover-All common stock owned as of the record date (           , 2015). As of the close of business on the record date, there were           issued and outstanding shares of Cover-All common stock. As of the record date, the directors and executive officers and their affiliates as a group owned and were entitled to vote           shares of Cover-All common stock, or approximately       % of the outstanding shares of Cover-All common stock on that date.

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If you fail to submit your proxy as instructed on the enclosed proxy card, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Cover-All special meeting and will have the same effect as a vote against Cover-All Proposal No. 1, but will have no effect on the outcome of Cover-All Proposal No. 2.

Concurrently with the execution of the Merger Agreement, RENN entered into the Voting Agreement with Majesco with respect to the 7,634,400 shares of Cover-All common stock owned by RENN, in the aggregate, as of such date. Pursuant to the Voting Agreement, among other things, RENN agreed to vote these shares in favor of the Merger and against, among other things, proposals opposing or competing with the Merger. As of            , 2015, the latest practicable date before the printing of this proxy statement/prospectus, these shares constituted approximately 28.7% of the issued and outstanding Cover-All common stock. For more information, see the section entitled “The Voting Agreement.”

Q:

What constitutes a quorum?

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A:

Stockholders who hold a majority of the shares of Cover-All common stock outstanding as of the close of business on the record date for the Cover-All special meeting and entitled to vote at the

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meeting must be present either in person or by proxy in order to constitute a quorum to conduct business at the Cover-All special meeting. Abstentions and broker non-votes will be counted as shares present and entitled to vote in determining whether a quorum is present.

If Cover-All does not have a quorum of stockholders at the meeting, a vote for adjournment will be taken among the stockholders present or represented by proxy. If, in accordance with the Cover-All bylaws, a majority of the stockholders present or represented by proxy votes for an adjournment, Cover-All intends to adjourn the meeting until a later date and to vote proxies received at such adjourned meeting.

For more information, see “The Special Meeting of Cover-All Stockholders — Quorum.”

Q:

What happens if I do not submit my proxy or if I elect to abstain from voting?

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A:

If you are a Cover-All stockholder and you fail to submit your proxy (i) through the Internet, (ii) by telephone or (iii) by marking, signing and dating the enclosed proxy card and returning it in the enclosed postage-paid envelope, your shares will not be counted as present for the purpose of determining the presence of a quorum, which is required to transact business at the Cover-All special meeting, and your failure to take action will have the same effect as voting AGAINST Cover-All Proposal No. 1 (to approve the adoption of the Merger Agreement and the completion of the Merger). Failure to take action will have no effect on the outcome of Cover-All Proposal No. 2 (to solicit additional proxies if there are not sufficient votes in favor of Cover-All Proposal No. 1).

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If you submit a proxy card and affirmatively elect to abstain from voting, your proxy will be counted as present for the purpose of determining the presence of a quorum for the Cover-All special meeting, but will not be voted at the Cover-All special meeting. As a result, your abstention will have the same effect as voting AGAINST Cover-All Proposal No. 1 but will have no effect on the outcome of Cover-All Proposal No. 2.

As noted below, you may not vote shares held in “street name” by returning a proxy card unless you provide a legal proxy, which you must obtain from your broker or other nominee. Otherwise, if you hold your shares in “street name” and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote.

For a more complete discussion on the effect of not taking action or abstaining from voting, see “The Special Meeting of Cover-All Stockholders — Counting of Votes; Treatment of Abstentions and Incomplete Proxies.”

Q:

What happens if I return my proxy card without indicating how I wish to vote?

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A:

If you are a Cover-All stockholder and you sign, date, and mail your proxy card without indicating how you wish to vote, your proxy will be counted as present for the purpose of determining the presence of a quorum for the Cover-All special meeting and all of your shares will be voted FOR Cover-All Proposal Nos. 1 and 2. For more information, see “The Special Meeting of Cover-All Stockholders — Counting of Votes; Treatment of Abstentions and Incomplete Proxies.”

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Q:

If my Cover-All shares are held in “street name” by a broker or other nominee, will my broker or nominee vote my shares for me?

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A:

If your Cover-All shares are held in “street name” in a stock brokerage account or by another nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker or other nominee.

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If you do not give your broker authority to vote on the Cover-All Proposals or other matters that are considered non-routine, each share you hold will constitute a “broker non-vote.”

Your broker has discretionary authority on all matters that are considered routine under applicable rules. The approval of the Cover-All Proposals are considered non-routine matters under applicable rules of the NYSE MKT. Therefore, at the meeting, brokers will not have discretionary power to vote on Cover-All Proposal No. 1 (the adoption of the Merger Agreement and the Merger) or Cover-All

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Proposal No. 2 (the solicitation of additional proxies if there are not sufficient votes in favor of the adoption of the Merger Agreement and the Merger). However, shares that constitute broker non-votes will be counted as present and entitled to vote at the meeting for the purpose of determining a quorum.

Please note that you may not vote shares held in “street name” by returning a proxy card directly to Cover-All or by voting in person at the Cover-All special meeting unless you provide a legal proxy, which you must obtain from your broker or other nominee that holds your shares giving you the right to vote the shares in person at the Cover-All special meeting.

For more information, see “The Special Meeting of Cover-All Stockholders — Shares Held in Street Name; Broker Non-Votes.”

Q:

May I vote in person?

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A:

If you are a stockholder of Cover-All and your shares of Cover-All common stock are registered directly in your name with Cover-All’s transfer agent, you are considered, with respect to those shares, the stockholder of record, and the proxy materials and proxy card are being sent directly to you by Cover-All. If you are a Cover-All stockholder of record, you may attend the Cover-All special meeting and vote your shares in person, rather than submitting your proxy.

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If your shares of Cover-All common stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you are also invited to attend the Cover-All special meeting. However, since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the Cover-All special meeting unless you obtain a legal proxy from the broker or other nominee that holds your shares giving you the right to vote the shares in person at the Cover-All special meeting.

For more information, see “The Special Meeting of Cover-All Stockholders — Shares Held in Street Name; Broker Non-Votes” and “— Voting of Proxies by Registered Holders.”

Q:

May I change or revoke my vote after I have provided proxy instructions?

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A:

Yes. You may revoke or change your vote at any time before your proxy is voted at the Cover-All special meeting. You can do this in one of four ways:

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First, you can send a written notice to Cover-All stating that you would like to revoke your proxy.

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Second, you can submit a duly executed proxy bearing a later date or time than that of the previously submitted proxy.

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Third, you can submit a later dated vote by the Internet or telephone.

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Fourth, you can attend the Cover-All special meeting and vote in person.

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Your attendance alone at the Cover-All special meeting will not revoke your proxy. If you are a Cover-All stockholder and have instructed a broker or other nominee to vote your shares, you must follow directions received from your broker or other nominee in order to change those instructions.

If you are a beneficial owner of Cover-All common stock, you may submit new voting instructions by contacting your broker or other nominee. You also may vote in person if you obtain a legal proxy. All shares that have been properly voted and not revoked will be voted at the Cover-All special meeting.

For more information, see “The Special Meeting of Cover-All Stockholders — Revocability of Proxies and Changes to a Cover-All Stockholder’s Vote.”

Q:

What happens if I sell my shares after the applicable record date but before the applicable special meeting?

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A:

If you transfer your Cover-All common stock after the applicable record date but before the date of the applicable meeting, you will retain your right to vote at the special meeting (provided that such shares remain outstanding on the date of the applicable meeting).

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Q:

What should I do if I receive more than one proxy statement/prospectus or set of voting instructions?

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A:

If you hold shares directly as a record holder and also in “street name” or otherwise through a nominee, you may receive more than one proxy statement/prospectus and/or set of voting instructions relating to the Cover-All special meeting. These should each be voted and/or returned separately in order to ensure that all of your shares are voted.

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For more information, see “The Special Meeting of Cover-All Stockholders — Delivery of Proxy Materials to Households Where Two or More Cover-All Stockholders Reside.”

Q:

Do I need to do anything with my Cover-All common stock certificates now?

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A:

No. After the Merger is completed, if you held certificates representing shares of Cover-All common stock prior to the Merger, the exchange agent for the Merger, American Stock Transfer & Trust Company, LLC, will send you a letter of transmittal and instructions for exchanging your shares of Cover-All common stock for the Merger consideration via mail or electronically through the facilities of the Depositary Trust Company. Upon surrender of the certificates for cancellation along with the executed letter of transmittal and other required documents described in the instructions, you will receive the Merger consideration. The shares of Majesco common stock you receive in the Merger will be issued in book-entry form. PLEASE DO NOT SEND ANY STOCK CERTIFICATES WITH YOUR PROXY.

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For more information, see “The Merger Agreement — Exchange of Cover-All Stock Certificates.”

Q:

What happens if, for any reason, the Merger is not completed?

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A:

If the Merger Agreement and the Merger are not approved by Cover-All shareholders or if the Merger is not completed for any other reason, Cover-All shareholders will not receive any payment for their shares of Cover-All common stock in connection with the Merger. Instead, Cover-All will remain an independent public company and its common stock will continue to be listed and traded on the NYSE MKT as long as it continues to meet the requirements for such listing and trading.

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Under specified circumstances, Cover-All or Majesco may be required to pay to, or be entitled to receive from, the other party a fee with respect to the termination of the Merger Agreement, as described under “The Merger Agreement — Termination of the Merger Agreement and “— Termination Fees.”

Q:

Who is paying for this proxy solicitation?

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A:

Out-of-pocket expenses incurred in connection with printing and mailing this proxy statement/​prospectus will be shared by Cover-All and Majesco in accordance with a 16.5% – 83.5% sharing ratio under the Merger Agreement (the “Sharing Ratio”).

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Cover-All may also reimburse brokerage houses and other custodians, nominees and fiduciaries for their costs of soliciting and obtaining proxies from beneficial owners, including the costs of reimbursing brokerage houses and other custodians, nominees and fiduciaries for their costs of forwarding this proxy statement/prospectus and other solicitation materials to beneficial owners. In addition, proxies may be solicited without additional compensation by directors, officers and employees of Cover-All by mail, telephone, fax, or other methods of communication. Cover-All has retained Alliance Advisors LLC to assist Cover-All in the solicitation of proxies from Cover-All stockholders in connection with the Cover-All special meeting. Alliance Advisors LLC will receive a fee of approximately $6,500 as compensation for its services, plus reimbursement of out-of-pocket expenses.

For more information, see “The Special Meeting of Cover-All Stockholders — Solicitation of Proxies.”

Q:

Whom should I contact if I have any questions about the Merger or the Cover-All special meeting?

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A:

If you have any questions about the Merger, the Cover-All special meeting, or if you need assistance in submitting your proxy or voting your shares or need additional copies of this proxy statement/​prospectus or the enclosed proxy card, you should contact Cover-All or Alliance Advisors LLC, Cover-All’s proxy solicitor.

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If you are a Cover-All stockholder you should contact Cover-All or Alliance Advisors LLC, Cover-All’s proxy solicitor, at the applicable address and telephone number listed below:

This proxy statement/prospectus, a form of proxy card and Cover-All’s Annual Report to Stockholders for 2014 are available on the Internet at www.snl.com/irweblinkx/corporateprofile.aspx?iid=4090547.

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Name	​	​	Current Position	​	​	Position with the Combined Company	​
Ketan Mehta	​	​	President and Chief Executive Officer (Majesco)	​	​	President and Chief Executive Officer	​
Farid Kazani	​	​	Chief Financial Officer and Treasurer (Majesco)	​	​	Chief Financial Officer and Treasurer	​
Edward Ossie	​	​	Chief Operating Officer (Majesco)	​	​	Chief Operating Officer	​
Manish D. Shah	​	​	President and Chief Executive Officer (Cover-All)	​	​	Executive Vice President	​
Chad Hersh	​	​	Executive Vice President (Majesco)	​	​	Executive Vice President	​
William Freitag	​	​	Executive Vice President (Majesco)	​	​	Executive Vice President	​
Prateek Kumar	​	​	Executive Vice President (Majesco)	​	​	Executive Vice President	​
Lori Stanley	​	​	General Counsel and Corporate Secretary, North America (Majesco)	​	​	General Counsel and Corporate Secretary	​
Ann F. Massey	​	​	Chief Financial Officer (Cover-All)	​	​	Senior Vice President of Finance	​

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UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL DATA

The following unaudited pro forma combined condensed financial data assumes the Merger with Cover-All and the Agile Asset Acquisition are each accounted for as a purchase by Majesco using the purchase method of accounting and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined condensed financial statements.

Majesco will be the accounting acquirer in the Merger with Cover-All. In the Merger, Cover-All will merge with and into Majesco, with Majesco surviving the Merger. At the Effective Time of the Merger, each share of Cover-All common stock issued and outstanding immediately prior to the Effective Time (other than shares owned by Cover-All or the Cover-All Subsidiary, which will be cancelled at the Effective Time without further consideration) will be automatically cancelled and extinguished and converted into the right to receive the number of shares of Majesco common stock multiplied by the Exchange Ratio. The Exchange Ratio is 0.21466, which is the exchange ratio expected to result in the holders of issued and outstanding Cover-All common stock, options and restricted stock units and other equity awards holding in the aggregate approximately 16.5% of the total capitalization of the combined company at the Effective Time. An aggregate of 227,500 currrently out-of-the-money options for shares of Cover-All common stock are scheduled to expire on June 1, 2015. Assuming these options expire unexercised, the Exchange Ratio will be adjusted to 0.21641 shares of the combined company’s common stock for one share of Cover-All common stock. In the Merger, issued and outstanding warrants to purchase shares of Cover-All common stock that are not exercised or cancelled prior to the Effective Time will be assumed by Majesco in accordance with their terms on the same terms and conditions as were applicable to such warrants immediately prior to the Effective Time, with the number of shares subject to, and the exercise price applicable to, such warrants being appropriately adjusted based on the Exchange Ratio. At the Effective Time, all outstanding and unexercised options to purchase Cover-All common stock, whether or not exercisable or vested, will be replaced and substituted for by options to purchase Majesco common stock on the same terms and conditions as were applicable to such options immediately prior to the Effective Time, with the number of shares subject to, and the exercise price applicable to, such options being appropriately adjusted based on the Exchange Ratio. Finally, at the Effective Time, the terms of each RSU that is settleable in shares of Cover-All common stock that is outstanding and unvested prior to the Effective Time and does not fully vest by its terms as of the Effective Time will be replaced and substituted for by a RSU to acquire Majesco common stock on the same terms and conditions as were applicable to such RSU immediately prior to the Effective Time, with the number of shares subject to such RSUs being appropriately adjusted based on the Exchange Ratio.

The following should be read in conjunction with the section entitled “Unaudited Pro Forma Combined Condensed Financial Information,” the audited historical financial statements of Majesco and Cover-All and the notes thereto, the sections entitled “Majesco’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cover-All’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the other information contained in this proxy statement/prospectus.

The following unaudited pro forma combined condensed balance sheet data as of December 31, 2014 combines the historical combined condensed balance sheet of Majesco and its subsidiaries (after giving effect to the Majesco Reorganization) as of December 31, 2014, the historical consolidated balance sheet of Cover-All and its subsidiaries as of December 31, 2014 and the historical consolidated balance sheet of Agile and its subsidiaries as of December 31, 2014, giving pro forma effect to the Merger with Cover-All and the Agile Asset Acquisition as if each had been completed on December 31, 2014.

In addition, because Majesco has a fiscal year-end of March 31 and Cover-All and Agile have a fiscal year-end of December 31, the following unaudited pro forma combined condensed statement of operations data for the fiscal year ended March 31, 2014 and the nine month period ended December 31, 2014 combines the historical combined condensed statement of operations data of Majesco and its subsidiaries (after giving effect to the Majesco Reorganization) for its fiscal year ended March 31, 2014 and the nine months ended December 31, 2014, and the historical consolidated statement of operations data of Cover-All and its subsidiaries and Agile and its subsidiaries for the twelve-month period ended December 31, 2013 and the nine months ended September 30, 2014, giving pro forma effect to the Merger with Cover-All and the Agile Asset Acquisition as if each had been completed on April 1, 2013.

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The historical financial data has been adjusted to give pro forma effect to events that are (i) directly attributable to the Merger with Cover-All and the Agile Asset Acquisition, (ii) factually supportable, and (iii) with respect to the statements of operations, expected to have a continuing impact on the combined results. The pro forma adjustments are preliminary and based on management’s estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the Merger with Cover-All and the Agile Asset Acquisition and certain other adjustments.

In particular, the historical financial data has been adjusted to reflect the following:

(i)

the consummation of the Merger with Cover-All by Majesco, pursuant to the Merger Agreement;

​

(ii)

the consummation of the Agile Asset Acquisition by Majesco, pursuant to the Asset Purchase and Sale Agreement dated December 12, 2014;

​

(iii)

the related financing to partially fund the Agile Asset Acquisition; and

​

(iv)

the related tax effects of the Merger and the Agile Asset Acquisition.

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Unaudited Pro Forma Consolidated Statements of Operations and Balance Sheet:

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA
PER SHARE DATA

The following tables present: (1) historical combined condensed per share information for Majesco (after giving effect to the Majesco Reorganization); (2) pro forma per share information of the combined company after giving effect to the Merger with Cover-All and the Agile Asset Acquisition; (3) historical consolidated per share information for Cover-All; and (4) equivalent pro forma per share information for Cover-All. The pro forma data in the table assumes that the Merger with Cover-All and the Agile Asset Acquisition are each accounted for using the purchase method of accounting and represents a current estimate based on available information of the combined company’s results of operations for the periods presented. As noted above, historical financial data has been adjusted to give pro forma effect to events that are (i) directly attributable to the Merger with Cover-All and the Agile Asset Acquisition, (ii) factually supportable, and (iii) with respect to the statements of operations, expected to have a continuing impact on the combined results. The pro forma adjustments are preliminary and based on management’s estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the Merger and the Agile Asset Acquisition and certain other adjustments. Accordingly, the pro forma combined and pro forma equivalent data is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations or the consolidated financial position or book value per share of Majesco would have been had the Merger occurred on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position.

The combined consolidated pro forma per share information was derived primarily by combining information from the historical combined condensed financial information of Majesco (after giving effect to the Majesco Reorganization) and the historical financial data of Cover-All and Agile. In addition, because Majesco has a fiscal year-end of March 31 and Cover-All and Agile have a fiscal year-end of December 31, the following unaudited pro forma combined condensed per share information for the fiscal year ended March 31, 2014 and the nine month period ended December 31, 2014 combines the historical combined condensed per share information Majesco and its subsidiaries (after giving effect to the Majesco Reorganization) for its fiscal year ended March 31, 2014 and the nine months ended December 31, 2014, and the historical consolidated per share information of Cover-All and its subsidiaries and Agile and its subsidiaries for the twelve-month period ended December 31, 2013 and the nine months ended September 30, 2014, giving pro forma effect to the Merger with Cover-All and the Agile Asset Acquisition as if each had been completed on April 1, 2013.

You should read the tables below in conjunction with the audited and unaudited combined consolidated financial statements of Majesco (after giving effect to the Majesco Reorganization) included in this proxy statement/prospectus and the audited and unaudited financial statements of Cover-All included in this proxy statement/prospectus and the related notes and the unaudited pro forma condensed financial information and notes related to such financial statements included elsewhere in this proxy statement/​prospectus.

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The historical book value per common share is computed by dividing total stockholders’ equity by the number of shares of common stock outstanding as of March 31, 2014 and December 31, 2014. The pro forma book value per share is computed by dividing pro forma stockholders’ equity by the pro forma number of shares of common stock outstanding as of December 31, 2014. Each of the historical book value per common share and the pro forma book value per share is computed without giving effect to the proposed reverse stock split of Majesco’s outstanding shares of common stock described under “Description of Majesco Capital Stock.”

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Majesco has not declared or paid any cash dividend on its common stock during 2014, 2013 or 2012. The combined company is not expected to pay dividends on shares of the combined company’s common stock in the foreseeable future. Instead, it is expected that the combined company will continue to retain any earnings to finance the development and expansion of its business, and will not pay any cash dividends on its common stock. Any future determination to pay dividends on the shares of the combined company’s common stock will be at the discretion of the combined company’s board of directors and will depend upon a number of factors, including its results of operations, financial condition, future prospects, capital requirements, contractual restrictions, restrictions imposed by applicable law and other factors that the board of directors deems relevant.

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•

the ability of the combined company to protect its intellectual property rights;

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•

competition from other providers and products;

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•

disruption from the Merger making it more difficult to maintain business, customer, supplier and operational relationships;

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•

the combined company’s exposure to additional scrutiny and increased expenses as a result of being a public company that is no longer a small reporting issuer; and

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•

the combined company’s ability to identify and complete acquisitions, manage growth and integrate future acquisitions.

​

In addition to the risk factors identified elsewhere, various important risks and uncertainties affecting each of Cover-All and Majesco may cause the actual results of the combined company to differ materially from the results indicated by the forward-looking statement in this proxy statement/prospectus, including those factors or conditions described in the section entitled “Risk Factors” on page 39 and, without limitation:

•

the financial condition, financing requirements, prospects and cash flow of Cover-All and Majesco;

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•

expectations regarding potential growth and ability to implement short and long-term strategies;

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•

the risk of loss of strategic relationships;

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•

Cover-All’s and Majesco’s ability to compete successfully;

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•

dependence on a limited number of key customers;

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•

worldwide political, economic or business conditions;

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•

changes in technology;

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•

changes in laws or regulations affecting the insurance industry in particular;

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•

restrictions on immigration;

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•

the inability to achieve sustained profitability;

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•

the ability to obtain, use or successfully integrate third-party licensed technology;

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•

the ability and cost of retaining and recruiting key personnel or the risk of loss of such key personnel;

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•

ability to attract new clients and retain them and the risk of loss of large customers;

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•

continued compliance with evolving laws;

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•

ability to maintain or protect intellectual property;

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•

unauthorized disclosure of sensitive or confidential client and customer data and cybersecurity;

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•

ability of our customers to internally develop new inventions and competitive products;

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•

potential adverse judgments or results in connection with any litigation brought against Majesco and/or Cover-All challenging the Merger; and

​

•

diversion of management’s attention to the Merger rather than regular operation of the business.

​

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus or, in the case of documents referred to in this proxy statement/prospectus, as of the date of those documents. Majesco and Cover-All disclaim any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events, except as required by law.

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For a more complete discussion of the factors that may cause Majesco, Cover-All or the combined company’s actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied in such forward-looking statements, or for a discussion of risk associated with the ability of Majesco and Cover-All to complete the Merger and the effect of the Merger on the business of Majesco, Cover-All and the combined company, see “Risk Factors” beginning on page 39.

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Because the Exchange Ratio is not generally adjustable and the market price of Cover-All common stock will fluctuate, Cover-All shareholders cannot be certain of the precise value of the consideration they will receive at the closing of the Merger.

The Merger Agreement has set the Exchange Ratio for each share of Cover-All common stock as described in “The Merger — Merger Consideration and Adjustment.” The Exchange Ratio will not change to reflect changes in the value or market price of Majesco or Cover-All common stock. The market price of Cover-All common stock at the time of completion of the Merger may vary significantly from the market prices of Cover-All common stock on the date the Merger Agreement was executed, the date of this proxy statement/prospectus and the date of the Cover-All special meeting. Stock price changes may result from, among other things, changes in the business, operations or prospects of Majesco or Cover-All prior to or following the Merger, litigation or regulatory considerations, general business, market, industry or economic conditions and other factors both within and beyond the control of Cover-All and Majesco.

Therefore, if before the completion of the Merger the market price of Cover-All common stock declines from the market price on the date of the Merger Agreement, then the Cover-All stockholders could receive consideration in the Merger with substantially lower value. Neither Cover-All nor Majesco is permitted to terminate the Merger Agreement solely because of changes in the market price of their common stock. Accordingly, at the time of the Cover-All special meeting, you will not know or be able to calculate the market value of the Merger consideration you will receive upon completion of the Merger.

We have no operating history as a combined company. The unaudited pro forma financial information and the historical combined financial information of Majesco included elsewhere in this proxy statement/prospectus may not be representative of actual results as a combined company, and accordingly, you have limited financial information on which to evaluate the combined company and your investment decision.

Majesco and Cover-All have no prior history as a combined entity and their operations have not previously been managed on a combined basis. Moreover, Majesco’s operations in the United Kingdom, India, Malaysia and Thailand that have been or will be contributed to it by Mastek in the Majesco Reorganization (as defined below) have never been managed on a combined basis directly by Majesco.

As a result, the pro forma financial information for the combined company and the combined audited financial statements of Majesco giving effect to the Majesco Reorganization included elsewhere in this proxy statement/prospectus as presented are not necessarily indicative of the financial position or results of operations of the combined company or Majesco that would have actually occurred had the Merger or Majesco Reorganization been completed at or as of the dates indicated, nor are they indicative of the future operating or financial position of the combined company or Majesco. The pro forma financial information for the combined company does not consider potential impacts of current market conditions on revenues or expense efficiencies. The pro forma financial information presented in this proxy statement/prospectus is based in part on certain assumptions regarding the Merger that Majesco and Cover-All believe are reasonable under the circumstances. However, assumptions used in preparing such financial information may not prove to be accurate over time. Investors should not place any undue reliance on the pro forma financial information of the combined company.

The financial information presented in this proxy statement/prospectus for Cover-All and Majesco may not be fully comparable due to the different fiscal year-ends of each company.

Majesco has a fiscal year-end of March 31 and Cover-All has a fiscal year-end of December 31. Therefore, the historical financial statements and other financial information pertaining to Cover-All and Majesco cannot be directly compared in any given period. Moreover, because of the different fiscal years of Cover-All and Majesco, any cyclical trends in financial condition or results of operations of the two companies may not be fully comparable. Finally, because Majesco changed its fiscal year-end from June 30 to March 31, effective with its fiscal year ended March 31, 2013, its fiscal year ended March 31, 2013 consists of only nine months as compared to 12 months in its fiscal year ended March 31, 2014.

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Failure to complete the Merger could harm Cover-All’s and Majesco’s future business and operations.

If the Merger is not completed, Cover-All and Majesco are subject to the following risks, among others:

•

costs related to the Merger, such as legal and accounting fees, must be paid even if the Merger is not completed;

​

•

if the Merger Agreement is terminated under certain circumstances, either Cover-All or Majesco may be required to pay the other party a termination fee of  $2.5 million, as applicable;

​

•

the attention of management of Cover-All and Majesco may have been diverted to the Merger rather than to each company’s own operations and the pursuit of other opportunities that could have been beneficial to each company;

​

•

the potential loss of key personnel during the pendency of the Merger as employees may experience uncertainty about their future roles with the combined company;

​

•

the price of Cover-All stock may decline and remain volatile;

​

•

Cover-All and Majesco will have been subject to certain restrictions on the conduct of their businesses which may have prevented them from making certain acquisitions or dispositions or pursuing certain business opportunities while the Merger was pending; and

​

•

each of Cover-All and Majesco may be subject to litigation related to the Merger or any failure to complete the Merger.

​

In addition, if the Merger Agreement is terminated and the board of directors of Cover-All or Majesco determines to seek another business combination, there can be no assurance that either Cover-All or Majesco will be able to find a partner willing to provide equivalent or more attractive consideration than the consideration to be provided by each party in the Merger. Furthermore, Cover-All may still be required to pay Majesco a $2.5 million termination fee if it consummates another business combination within six months of the termination of the Merger under certain circumstances.

The Merger may be completed even though material adverse changes may result from the announcement of the Merger, industry-wide changes and other causes.

In general, either Cover-All or Majesco can refuse to complete the Merger if there is a material adverse change affecting the other party between the signing date of the Merger Agreement, and the planned closing. However, certain types of changes do not permit either party to refuse to complete the Merger, even if such change could be said to have a material adverse effect on Cover-All or Majesco, including the following events (except, in some cases, where the change has a disproportionate effect on a party):

•

changes generally affecting the economy, financial or securities markets;

​

•

the announcement of the Merger and the transactions contemplated by the Merger Agreement, including the impact thereof on the relationships of a party with its employees, customers, suppliers or partners;

​

•

the outbreak or escalation of war or any act of terrorism, civil unrest or natural disasters;

​

•

changes (including changes in law) or general conditions in the industry in which the party operates;

​

•

changes in GAAP (or the authoritative interpretation of GAAP); or

​

•

compliance with the terms of, or the taking of any action required by the Merger Agreement.

​

If adverse changes occur and Cover-All and Majesco still complete the Merger, the combined company’s stock price may suffer. This in turn may reduce the value of the Merger to the stockholders of Cover-All, Majesco or both.

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The pendency of the Merger could materially adversely affect the business and operations of Cover-All or result in a loss of their employees, which, consequently, could materially adversely affect the business and operations of the combined company.

Uncertainty about the effect of the Merger on employees, customers and suppliers may have an adverse effect on Cover-All and its business and, consequently, on the combined company. These uncertainties may impair Cover-All’s ability to attract, retain and motivate employees until the completion of the Merger, which may have a material adverse effect on Cover-All if the Merger is not completed. If employees depart because of issues concerning employment security and difficulty of integration or a desire not to remain with the combined company, Majesco’s business could be adversely affected. Similarly, uncertainties about the effect of the Merger could cause customers, suppliers and others who deal with Cover-All to change their existing business relationships, which could negatively affect revenues, earnings and cash flows of Cover-All, as well as the market price of Cover-All common stock, regardless of whether the Merger is completed. The realization of any of these risks may materially adversely affect the business and financial results of the combined company.

Current shareholders will have a reduced ownership and voting interest in the combined company after the Merger.

As a result of the Merger, current Majesco shareholders and Cover-All stockholders are expected to hold approximately 83.5% and 16.5%, respectively, of the combined company’s outstanding common stock immediately following completion of the Merger. Majesco shareholders and Cover-All stockholders currently have the right to vote for their respective directors and on other matters affecting the applicable company. When the Merger occurs, each Cover-All stockholder that receives shares of the combined company’s common stock will hold a percentage ownership of the combined company that will be significantly smaller than the stockholder’s current percentage ownership of Cover-All. The combined company will be controlled by Majesco Limited and its affiliates. As further discussed below, Majesco Limited and its affiliates will be able to exercise significant influence over the combined company’s business policies and affairs due to its large ownership percentage. As a result of their reduced ownership percentages, former Cover-All stockholders will have less voting power in the combined company than they now have with respect to Cover-All.

Majesco Limited and its affiliates will exercise significant influence over the combined company, and their interests in the combined company may be different than yours.

Majesco Limited and its affiliates will be able to exercise significant influence over the combined company’s business policies and affairs, including the composition of the combined company’s board of directors and any action requiring the approval of the combined company’s stockholders, including the adoption of amendments to the articles of incorporation and the approval of a merger or sale of substantially all of the combined company’s assets. The interests of Majesco Limited and its affiliates may conflict with your interests. For example, these shareholders may support certain long-term strategies or objectives for the combined company which may not be accretive to shareholders in the short term. The concentration of ownership may also delay, defer or even prevent a change in control of the combined company, even if such a change in control would benefit our other stockholders, and may make some transactions more difficult or impossible without the support of these parties. This significant concentration of share ownership may adversely affect the trading price for the combined company’s common stock because investors often perceive disadvantages in owning stock in companies with shareholders who own significant percentages of a company’s outstanding stock.

Some of the Majesco and Cover-All officers and directors have interests in the Merger that are different from yours and that may influence them to support or approve the Merger without regard to your interests.

Certain officers of Majesco and Cover-All participate in arrangements that provide them with interests in the Merger that are different from yours, including, among others, continued service as an executive officer or director of the combined company and the right to continued indemnification for directors, executive officers and former directors and executive officers of Cover-All following the completion of the Merger. See the section entitled “The Merger — Interests of Directors and Executive Officers in the Merger.”

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The combined company will be a “controlled company” within the meaning of the NYSE MKT rules and, as a result, will qualify for, and intends to rely on, exemptions from certain corporate governance requirements.

In addition to the consequences of the concentration of share ownership and possible conflicts between the interests of Majesco Limited and its affiliates, and your interests discussed above, the combined company will be a “controlled company” within the meaning of the rules of the NYSE MKT. Under these rules, a company in which over 50% of the voting power is held by an individual, a group or another company is a “controlled company” and is not obligated to comply with certain corporate governance requirements, including requirements that:

•

a majority of its board of directors consist of independent directors;

​

•

the combined company have a nominating committee or a compensation committee;

​

•

the combined company have a nominating committee that is composed entirely of independent directors;

​

•

the combined company have a compensation committee that is composed entirely of independent directors; and

​

•

the compensation of the chief executive officer be determined, or recommended to the board of directors for determination, either by a compensation committee comprised of independent directors or by a majority of the independent directors on the board of directors.

​

Following the Merger, the combined company intends to rely on some of these exemptions. As a result, the combined company may not have a majority of independent directors and its nominating and corporate governance committee and compensation committee may not consist entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements. For more information, see “Management of the Combined Company Following the Merger — Composition of the Board and Director Independence.”

Majesco and Cover-All will incur substantial transaction fees and costs in connection with the Merger.

Majesco and Cover-All expect to incur material non-recurring expenses in connection with the Merger and consummation of the transactions contemplated by the Merger. Additional unanticipated costs may be incurred in the course of the integration of the businesses of Majesco and Cover-All. The parties cannot be certain that the elimination of duplicative costs or the realization of other efficiencies related to the integration of the two businesses will offset the transaction and integration costs in the near term, or at all.

The Merger Agreement limits Cover-All’s ability to pursue alternatives to the Merger, which could discourage a potential acquirer of Cover-All from making an alternative transaction proposal and, in certain circumstances, could require Cover-All to pay to Majesco a significant termination fee.

Under the Merger Agreement, Cover-All is restricted, subject to limited exceptions, from pursuing or entering into alternative transactions in lieu of the Merger. In general, unless and until the Merger Agreement is terminated, Cover-All is restricted from, among other things, soliciting, initiating or knowingly taking any action to facilitate or encourage a competing acquisition proposal. The board of directors of Cover-All is limited in its ability to change its recommendation with respect to the Merger. Cover-All may terminate the Merger Agreement and enter into an agreement with respect to a superior offer only if specified conditions have been satisfied, including (i) compliance with the non-solicitation provisions of the Merger Agreement, (ii) the expiration of certain waiting periods during which Majesco may propose changes to the Merger Agreement so the superior offer is no longer a superior offer and (iii) the payment of a termination fee in the amount of  $2.5 million.

Furthermore, Cover-All may also be required to pay Majesco a $2.5 million termination fee if it consummates another business combination within six months of the termination of the Merger under certain circumstances.

These provisions could discourage a third party that may have an interest in acquiring all or a significant part of Cover-All from considering or proposing such an acquisition, even if such third party were prepared to pay consideration with a higher per share cash or market value than the consideration proposed to be received or realized in the Merger, or might result in a potential acquirer proposing to pay a

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lower price than it would otherwise have proposed to pay because of the added expense of the termination fee that may become payable. As a result of these restrictions, Cover-All may not be able to enter into an agreement with respect to a more favorable alternative transaction without incurring potentially significant liability to Majesco. See “The Merger Agreement — Interim Covenants — No Solicitation” and “The Merger Agreement — Termination Fees.”

On consummation of the merger, the combined company will recognize identifiable assets acquired and liabilities assumed at their fair values which could be significantly lower than book values.

On consummation of the merger, the combined company will recognize and measure the identifiable assets acquired and liabilities assumed in the Merger at their fair values. The fair value is the price that would be received from the sale of an asset or paid to transfer the liability in an orderly transaction between market participants, irrespective of its intended use after consummation of the merger. In the process, a valuation of any intangible assets acquired, including internally developed software, will be performed and it could result in a fair value amount significantly lower than the Cover-All book value basis of capitalized software as at closing date of the merger.

The fairness opinion rendered to the board of directors of Cover-All by BVA will not reflect changes in circumstances, including general market and economic conditions or the prospects of Cover-All or Majesco, between the signing the Merger Agreement and the completion of the Merger.

BVA has issued to the Cover-All board of directors a written opinion, as to the fairness, from a financial point of view, as of the date of execution of the Merger Agreement, of the terms of the Merger to the shareholders of Cover-All. Cover-All’s board of directors has not obtained an updated fairness opinion as of the date of this proxy statement/prospectus. Importantly, the BVA opinion does not reflect changes that may occur or may have occurred after the date of the opinion, including changes in the operations, performance and prospects of Cover-All or Majesco, general market and economic conditions and other factors that may be beyond the control of Cover-All or Majesco, and on which the fairness opinion was based, that may alter the value of Cover-All or Majesco or the prices of shares of Cover-All common stock or Majesco common stock by the time the Merger is completed. The BVA opinion does not speak as of the time the Merger will be completed or as of any date other than the opinion date. Because Cover-All does not anticipate asking BVA to update its opinion, the opinion will not address the fairness of the terms of the Merger, including the Merger consideration, from a financial point of view, at the time the Merger is completed. For a more complete description of the BVA opinion, please see “The Merger — Opinion of BVA to the Cover-All Board of Directors.”

Litigation may be instituted against Cover-All, members of the Cover-All board of directors, Majesco and members of the Majesco board of directors challenging the Merger, and adverse judgments in these lawsuits may prevent the Merger from becoming effective within the expected timeframe or at all.

Cover-All, members of the Cover-All board of directors, Majesco and members of the Majesco board of directors may be named as defendants in class action lawsuits or other proceedings that may be brought by Cover-All stockholders challenging the Merger. If the plaintiffs in any actions that may be brought are successful, these adverse judgments may prevent the parties from completing the Merger in the expected timeframe, if at all. Even if the plaintiffs in these potential actions are not successful, the costs of defending against such claims could adversely affect the financial condition of Cover-All or Majesco and such actions could adversely affect the reputations of Cover-All and Majesco and members of their respective boards of directors or management.

Majesco and Cover-All will be subject to various uncertainties and contractual restrictions while the Merger is pending that could adversely affect the financial results of Cover-All, Majesco and/or the combined company.

Uncertainty about the effect of the Merger on employees, suppliers and customers may have an adverse effect on Cover-All and/or Majesco. These uncertainties may impair Cover-All’s and/or Majesco’s ability to attract, retain and motivate key personnel until the Merger is completed and for a period of time thereafter, and could cause customers, suppliers and others who deal with Cover-All or Majesco to seek to change existing business relationships with Cover-All or Majesco. Employee retention and recruitment may be particularly challenging prior to completion of the Merger, as employees and prospective employees may

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experience uncertainty about their future roles with the combined company. The pursuit of the Merger and the preparation for the integration of the two companies may place a significant burden on management and internal resources of Cover-All and Majesco. Any significant diversion of Cover-All’s and Majesco’s management attention away from their respective ongoing businesses, and any difficulties encountered in the transition and integration process, could affect the financial results of Cover-All, Majesco and/or the combined company.

In addition, the Merger Agreement restricts Cover-All, without the consent of Majesco, from making certain acquisitions and dispositions and taking other specified actions while the Merger is pending. These restrictions may prevent Cover-All from pursuing attractive business opportunities and making other changes to their respective businesses prior to completion of the Merger or termination of the Merger Agreement.

The financial performance, and price of the common stock, of the combined company may be affected by factors different from those that historically have affected Cover-All.

Upon completion of the Merger, holders of Cover-All common stock will become holders of common stock of the combined company. The business and target markets of the Majesco and the combined company differ from those of Cover-All, and accordingly the results of operations and the price of the common stock of the combined company will be affected by some factors that are different from those currently affecting the results of operations and stock price of Cover-All. For a discussion of the businesses of Cover-All and Majesco and of some important factors to consider in connection with those businesses, see the sections entitled “Cover-All’s Business” and “Majesco’s Business.”

The shares of Majesco common stock to be received by Cover-All shareholders as a result of the Merger will have different rights from the shares of Cover-All common stock.

Upon completion of the Merger, Cover-All shareholders will become stockholders of the combined company and their rights as stockholders will be governed by Majesco’s articles of incorporation and bylaws. The combined company will be a California corporation and certain of the rights associated with the combined company common stock will be different from the rights associated with Cover-All common stock. Please see “Comparison of Shareholder Rights” for a discussion of the different rights associated with Majesco common stock.

The combined company may not experience the anticipated strategic benefits of the Merger.

The respective management of Cover-All and Majesco believe that the Merger would provide certain strategic benefits that may not be realized by each of the companies operating as standalones. Specifically, we believe the Merger would provide certain strategic benefits which would enable each of Cover-All and Majesco to accelerate their respective business plans through an increased access to capital in the public equity markets, increased management strength and management expertise, access to a larger customer base for the combined sales organization and ability to develop and acquire new solutions targeting significant trends in the convergence between technology and insurance. There can be no assurance that these anticipated benefits of the Merger will materialize or that if they materialize will result in increased shareholder value or revenue stream to the combined company.

Cover-All and Majesco may be unable to successfully integrate their operations following the Merger.

It is possible that the integration process could take longer than anticipated and could result in the loss of valuable employees, the disruption of each company’s ongoing businesses, processes and systems or inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements, any of which could adversely affect the combined company’s ability to achieve the anticipated benefits of the Merger. The combined company’s results of operations could also be adversely affected by any issues attributable to either company’s operations that arise or are based on events or actions that occur prior to the closing of the Merger. The companies may have difficulty addressing possible differences in corporate cultures and management philosophies. The integration process is subject to a number of uncertainties, and no assurance can be given that the anticipated benefits will be realized or, if realized, the timing of their realization. Failure to achieve these anticipated benefits could result in increased costs or decreases in the amount of expected revenues and could adversely affect the combined company’s future business, financial condition, operating results and prospects.

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The lack of a public market for Majesco’s shares makes it difficult to evaluate the fairness of the Merger, thus the stockholders of Cover-All may receive consideration in the Merger that is greater than or less than the fair market value of their Cover-All shares.

The outstanding common stock of Majesco is privately held and is not traded in any public market. The lack of a public market makes it extremely difficult to determine the fair market value of Majesco. Because the percentage of Cover-All common stock to be issued to Majesco stockholders was determined based on negotiations between the parties, it is possible that the value of the combined company common stock to be issued in connection with the Merger may be less than expected.

If the conditions to the completion of the Merger are not met, the Merger will not occur.

Even if the Merger is approved by the stockholders of Cover-All, additional specific conditions must be satisfied or waived (to the extent permitted under applicable law) in order to complete the Merger, including, among others:

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Majesco’s Registration Statement on Form S-4 shall have become effective, and no stop order suspending effectiveness shall have been issued and remain in effect,

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the completion of the Majesco Reorganization,

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the shares of Majesco common stock issuable to Cover-All’s stockholders in the Merger in accordance with the Merger Agreement will have been authorized for listing on the NYSE MKT,

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no governmental entity shall have enacted any law or order making illegal or otherwise restricting, preventing or prohibiting consummation of the Merger or the other transactions by the Merger Agreement and no such law or order shall be pending,

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the representations and warranties of each party to the Merger Agreement shall be true and correct subject to certain materiality qualifiers,

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there shall be no material adverse effect on either party,

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the tax legal opinions discussed in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” shall have been obtained,

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the affirmative vote of the holders of the outstanding shares of Majesco common stock in accordance with California law and Majesco’s Articles of Incorporation and Bylaws will have been obtained, and

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Manish D. Shah shall remain with Cover-All and shall have entered into a new employment agreement at the Effective Time.

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These and other conditions are described in detail in the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. Cover-All and Majesco cannot assure you that all of the conditions to the Merger will be satisfied. If the conditions to the Merger are not satisfied or waived (to the extent permitted under applicable law), the Merger will not occur or will be delayed, and Cover-All and Majesco each may lose some or all of the intended benefits of the Merger.

Delays in completing the Merger may substantially reduce the expected benefits of the Merger

Satisfying the conditions to, and completion of, the Merger may take longer than, and could cost more than, Majesco and Cover-All expect. Any delay in completing or any additional conditions imposed in order to complete the Merger may materially adversely affect the benefits that Majesco and Cover-All expect to achieve from the Merger and the integration of their respective businesses. In addition, either of Cover-All and Majesco may terminate the Merger Agreement on notice to the other if the Merger is not completed by July 30, 2015.

Should the Merger not qualify as tax free reorganization, for U.S. federal income tax purposes, Cover-All stockholders and the combined company may recognize income, gain or loss in connection with the Merger.

It is expected that the Merger will qualify as a tax-free reorganization for U.S. federal income tax purposes. The parties, however, did not seek a ruling from the IRS regarding the tax consequences of the

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Merger. The failure of the Merger to qualify as a tax-free reorganization for U.S. federal income tax purposes could result in a Cover-All stockholder recognizing income, gain or loss with respect to the shares of Cover-All common stock surrendered by such stockholder. The failure of the Merger to qualify as a tax-free reorganization for U.S. federal income tax purposes also could result in the recognition of income and gain by Cover-All, which could adversely affect the performance of the business of the combined company following the Merger.

Failure or delay in obtaining any necessary regulatory approvals could cause the Merger not to be completed or to be postponed.

To complete the Merger and all transactions contemplated by the Merger Agreement and the Merger, Majesco must comply with applicable federal and state securities laws and the rules and regulations of the NYSE MKT in connection with the issuance and listing of shares of Majesco common stock and the filing of this proxy statement/prospectus with the Securities and Exchange Commission. Cover-All must also comply with such securities laws in connection with the filing of this proxy statement/prospectus and the solicitation of proxies from its shareholders. Additionally, Majesco must obtain approval of the High Courts in Mumbai and Gujarat, India, for the consummation of the Majesco Reorganization and such consummation is a condition to the completion of the Merger. All such approvals are in process and currently expected to be obtained by May 2015, but neither Cover-All nor Majesco can assure you that such approvals will be obtained by such date, or at all. Failure or delay in obtaining any necessary approvals could cause the Merger not to be completed or to be postponed, which may materially adversely affect the benefits that Majesco and Cover-All expect to achieve from the Merger and the integration of their respective businesses.

Cover-All stockholders will not be entitled to appraisal rights in the Merger.

Current holders of Cover-All common stock will not be entitled to dissenters’ or appraisal rights in the Merger with respect to their shares of Cover-All common stock under Delaware law.

Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of Cover-All common stock issued and outstanding immediately prior to the Effective Time (other than shares owned by Cover-All or its wholly-owned subsidiary, Cover-All Subsidiary, which will be cancelled at the Effective Time without further consideration) will be automatically cancelled and extinguished and converted into the right to receive the number of shares of Majesco common stock multiplied by the Exchange Ratio. For more information, see “The Merger — What Cover-All Stockholders Will Receive in the Merger.”

The combined company may expand through acquisitions of or partnerships with other companies, which may divert management’s attention and result in unexpected operating and technology integration difficulties, increased costs and dilution to our stockholders.

The combined company’s business strategy may include additional acquisitions of complementary software, technologies or businesses or alliances with other companies offering related services or products. Acquisitions and alliances may result in unforeseen operating difficulties and expenditures. In particular, the combined company may encounter difficulties in assimilating or integrating the businesses, technologies, services, products, personnel or operations of the acquired companies, the key personnel of the acquired company may choose not to work for the combined company. The combined company may also have difficulty retaining existing customers or signing new customers of any acquired business. Acquisitions and alliances may also disrupt the combined company’s ongoing business, divert resources and require significant management attention that would otherwise be available for ongoing development of its current business.

The combined company may not be able to meet the listing standards to trade on the NYSE MKT or other national securities exchange, which could adversely affect the liquidity and price of the combined company’s common stock.

It is a condition to the consummation of the Merger that the stock of the combined company be listed on the NYSE MKT following the Merger. The listing qualification standards for new issuers are stringent and, although the combined company may explore various actions to meet the minimum listing

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requirements, there is no guarantee that any such actions will be successful in bringing it into compliance with the requirements of the NYSE MKT or other national securities exchange. Even if the stock of the combined company is listed on the NYSE MKT, no assurance can be given that the combined company will comply with the requirements for continued listing set by the NYSE MKT at all times in the future. If the combined company fails to comply with the requirements for continued listing set by the NYSE MKT, the combined company could be delisted from the NYSE MKT, which could have a material adverse effect on its business and financial condition.

If the combined company fails to achieve listing of its common stock on the NYSE MKT or a national securities exchange, the Merger may not close. If it closes, the combined company’s common shares may be traded on the OTC Bulletin Board or other over-the-counter markets in the United States, although there can be no assurance that its common shares will be eligible for trading on any such alternative markets or exchanges in the United States. In the event that the Merger closes but the combined company is not able to obtain a listing on a national securities exchange or quotation on the OTC Bulletin Board or other quotation service for its common shares, it may be extremely difficult or impossible for stockholders to sell their common shares in the United States. Moreover, if the common stock of the combined company is quoted on the OTC Bulletin Board or other over-the-counter market, the liquidity will likely be less, and therefore the price will be more volatile, than if its common stock were listed on a national securities exchange. Stockholders may not be able to sell their common shares in the quantities, at the times, or at the prices that could potentially be available on a more liquid trading market. As a result of these factors, if the combined company’s common shares fail to achieve listing on a national securities exchange, the price of its common shares is likely to decline. In addition, a decline in the price of the combined company’s common shares could impair its ability to achieve a national securities exchange listing or to obtain financing in the future.

The combined company’s stock price is expected to be volatile, and the market price of the combined company common stock may drop following the Merger.

The market price of the combined company’s common stock could be subject to significant fluctuations following the Merger. Moreover, stock markets generally have experienced substantial volatility that has often been unrelated to the operating performance of individual companies. Such market fluctuations may also adversely affect the trading price of the combined company’s common stock. Declines in the combined company’s stock price after the Merger may result for a number of reasons including if:

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investors react negatively to the prospects of the combined company’s business and prospects from the Merger;

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the effects of the Merger on the combined company’s business and prospects are not consistent with the expectations of financial or industry analysts;

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the combined company does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by financial or industry analysts; or

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other factors beyond the combined company’s control, including but not limited to fluctuations in the valuation of companies perceived by investors to be comparable to the combined company.

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Furthermore, the stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions, such as recessions, interest rate changes or international currency fluctuations, have and may continue to negatively affect the market price of our common stock.

Declines in the combined company’s stock price or financial results could give rise to stockholder litigation and potential liability.

In the past, following periods of volatility in the market price of a company’s securities, stockholders have often instituted class action securities litigation against those companies. Such litigation, if instituted, could result in substantial costs and diversion of management attention and resources, which could significantly harm the combined company’s profitability and reputation.

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A significant portion of the combined company’s unaudited pro forma total assets consists of deferred tax assets, which is subject to a management estimates, and a significant change in business operation may affect any future realization of the deferred tax assets.

As part of the process of preparing consolidated pro forma statements, the combined company will be required to estimate our provision for income taxes in each of the tax jurisdictions in which we conduct business, in accordance with Topic 740 (Income Taxes) of the Financial Accounting Standards Board’s Accounting Standards Codification. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of the net deferred tax assets will not be realized. The factors the combined company will use to assess the likelihood of realization include management’s forecast of the reversal of temporary differences, future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. Should a change in circumstances lead to a change in judgment about the utilization of deferred tax assets in future years, the combined company would adjust related valuation allowances in the period that the change in circumstances occurs, along with a corresponding increase or charge to income. Changes in recognized tax benefits and changes in valuation allowances could be material to the combined company’s results of operations for any period, but is not expected to be material to our consolidated financial position.

Due to the Merger, the ability of the combined company to use the net operating losses (“NOLs”) of Cover-All to offset future taxable income may be restricted and a vast majority of the tax benefits from these NOLs are not expected to be transferrable to the combined company following the Merger.

As of December 31, 2014, Cover-All had federal net operating loss carryforwards, or NOLs, of approximately $9.9 million due to prior period losses. In general, under Section 382 of the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its NOLs to offset future taxable income. If the Merger is completed, Cover-All’s existing NOLs may be subject to limitations and the combined company may not be able to fully use these NOLs to offset future taxable income. In addition, if the combined company undergoes any subsequent ownership change, its ability to utilize NOLs could be further limited. There is also a risk that, due to regulatory changes, such as suspensions on the use of NOLs, or for other unforeseen reasons, existing NOLs could expire or otherwise be unavailable to offset future income tax liabilities. Moreover, the ability to use Cover-All’s NOLs may be further limited by ownership changes of Cover-All that arose prior to the Merger. For these reasons, the vast majority of the tax benefits from the use of Cover-All’s NOLs are not expected to be transferrable to the combined company following completion of the Merger.

Holders of the combined company’s common stock will experience dilution as a result of the exercise of the Loan Transaction Warrants.

Under the Merger Agreement, any issued and outstanding warrants to purchase shares of Cover-All common stock that are not exercised or cancelled prior to the Effective Time will be assumed by the combined company in accordance with their terms. In connection with a loan transaction with Imperium, Cover-All issued five-year warrants to purchase, in the aggregate, 1,442,000 shares of Cover-All common stock to Imperium and Cover-All’s financial advisor (collectively, the “Loan Transaction Warrants”). Each Loan Transaction Warrant provides (x) for adjustments to the exercise price and the number of shares issuable upon exercise in certain events to protect against dilution and (y) for cashless exercise. The Loan Transaction Warrants will become exercisable upon consummation of the Merger. The issuance of additional shares of common stock of the combined company as a consequence of the exercise of any of the Loan Transaction Warrants may result in significant dilution to stockholders of the combined company.

Sales or new issuances of a substantial number of shares of the combined company’s common stock in the public market could cause its stock price to fall.

Sales by shareholders, or new issuances by the combined company, of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the

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market that the holders of a large number of shares intend to sell shares, could reduce the market price of the combined company’s common stock. Majesco’s management also intends to register all shares of common stock that the combined company may issue under its equity compensation plans. Once the combined company registers these shares, they can be freely sold in the public market upon issuance, subject to volume limitations applicable to affiliates and other requirements of applicable law.

A significant portion of the combined company’s unaudited pro forma total assets consists of goodwill, which is subject to a periodic impairment analysis, and a significant impairment determination in any future period could have an adverse effect on the combined company’s results of operations even without a significant loss of revenue or increase in cash expenses attributable to such period.

The combined company will have significant goodwill upon consummation of the Merger. The combined company will be required to evaluate this goodwill for impairment based on the fair value of the operating business units to which this goodwill relates at least once a year. This estimated fair value could change if the combined company is unable to achieve operating results at the levels that have been forecasted, the market valuation of those business units decreases based on transactions involving similar companies, or there is a permanent, negative change in the market demand for the services offered by the business units. These changes could result in an impairment of the existing goodwill balance that could require a material non-cash charge to our results of operations.

The combined company is not expected to pay dividends on its shares of common stock in the foreseeable future.

The combined company is not expected to pay dividends on its shares of common stock in the foreseeable future. Instead, for the foreseeable future, it is expected that the combined company will continue to retain any earnings to finance the development and expansion of its business, and not to pay any cash dividends on its common stock. Consequently, your only opportunity to achieve a return on your investment in the combined company will be if the market price of the common stock appreciates and you sell your shares at a profit. There is no guarantee that the price of the combined company common stock that will prevail in the market after the Merger will ever exceed the value of the Cover-All common stock exchanged in the Merger. See “Market Price Data and Dividend Information — Dividends” for more information.

Majesco, the surviving corporation in the Merger, has never previously been a US reporting company.

Majesco, which will be the surviving corporation in the Merger, has never previously been a reporting company in the United States subject to U.S. federal and state securities laws, including the reporting obligations of the Exchange Act and other requirements of the Sarbanes-Oxley Act. The combined company will be required to increase its compliance efforts and incur significant costs in connection with complying with public company requirements under U.S. federal and state securities laws. The attention of management may be diverted on a frequent basis in order to carry out public company reporting and related obligations, rather than directing their full time and attention to the operation and growth of the business. Employees and some members of the management team have had limited or no experience working for a U.S. reporting company, increasing the risk of non-compliance. The combined company’s disclosure controls and procedures may not prevent or detect all errors or acts of fraud or misconduct by persons inside or outside the combined company. Similarly, if the combined company fails to maintain an effective system of internal control over financial reporting, the combined company may not be able to accurately report its financial condition, results of operations or cash flows. Noncompliance with U.S. federal and state securities laws and other regulatory requirements could result in administrative or other penalties or civil or criminal judgments against the combined company or harm to the combined company’s reputation. These consequences could affect investor confidence in the combined company and cause the price of the stock to decline, result in the delisting of the combined company’s shares from the NYSE MKT, require the payment of fines or other amounts, distract management’s time and attention to the business or result in the loss of customer or supplier relationships, thus reducing the value of the combined company’s common stock.

The combined company will incur increased costs as a result of operating as a larger public company, and its management will be required to devote substantial time to new compliance initiatives.

As a public company that is no longer a smaller reporting company, the combined company will incur higher legal, accounting and other expenses than before, and these expenses may increase even more in the

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future. The combined company will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Protection Act, as well as rules adopted, and to be adopted, by the SEC and the NYSE MKT, except to the extent certain exemptions apply during the period the combined company is an emerging growth company (an “emerging growth company”) under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The combined company’s management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Majesco’s management estimates that the combined company may incur approximately $1.5 to $2.0 million in incremental costs per year associated with being a publicly traded company, although it is possible that the combined company’s actual incremental costs will be higher than management currently estimates. These expenses may increase even more after the combined company is no longer an emerging growth company and is therefore no longer eligible for certain exemptions or reduced reporting requirements.

The combined company’s disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Majesco, as a private company, has never been subject to the periodic reporting requirements of the Exchange Act. Therefore, there can be no assurances that the combined company will be fully compliant with its disclosure controls and procedures under the Exchange Act. Any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in the combined company’s control system, misstatements or insufficient disclosures due to error or fraud may occur and not be detected.

If the combined company fails to maintain an effective system of internal control over financial reporting in the future, the combined company may not be able to accurately report its financial condition, results of operations or cash flows, which may adversely affect investor confidence in the combined company and, as a result, the value of its common stock.

The Sarbanes-Oxley Act requires, among other things, that the combined company maintain effective internal controls for financial reporting and disclosure controls and procedures. The combined company will be required to furnish a report by management on, among other things, the effectiveness of its internal control over financial reporting. This assessment will need to include disclosure of any material weaknesses identified by its management in the combined company’s internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting that results in more than a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. Section 404 of the Sarbanes-Oxley Act also generally requires an attestation from the combined company’s independent registered public accounting firm on the effectiveness of its internal control over financial reporting. However, for as long as the combined company remains an emerging growth company under the JOBS Act, the combined company may take advantage of the exemption permitting it not to comply with the independent registered public accounting firm attestation requirement. For more information, see “Majesco’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Accounting and Auditing Developments — Emerging Growth Company.”

The combined company’s compliance with Section 404 of the Sarbanes-Oxley Act will require that it incur substantial accounting expense and expend significant management efforts. The combined company may not be able to complete its evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if the combined company identifies one or more material weaknesses in its internal control over financial reporting, the combined company will be unable to assert that its internal control over financial reporting is effective. The combined company cannot assure you that there will not be material weaknesses or significant deficiencies in its internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit the combined company’s ability to accurately report its financial condition, results of operations or cash flows. If the combined company is unable to conclude that its internal control over financial reporting is effective, or if

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its independent registered public accounting firm determines the combined company has a material weakness or significant deficiency in its internal control over financial reporting once that firm begin its Section 404 reviews, the combined company could lose investor confidence in the accuracy and completeness of its financial reports, the market price of its common stock could decline, and the combined company could be subject to sanctions or investigations by the NYSE MKT, the SEC or other regulatory authorities. Failure to remedy any material weakness in the combined company’s internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict its future access to the capital markets.

The combined company will be an emerging growth company under U.S. securities laws and intends to take advantage of reduced disclosure and governance requirements applicable to emerging growth companies, which could result in its common stock being less attractive to investors.

The combined company will be an emerging growth company, and may take advantage of certain exemptions from various reporting requirements that are otherwise applicable to public companies that are not emerging growth companies including, but not limited to:

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a requirement to provide only two years of audited financial statements and only two years of related selected financial data and management’s discussion and analysis of financial condition and results of operations disclosure;

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not being required to comply with the auditor attestation requirements regarding internal controls under Section 404 of the Sarbanes-Oxley Act;

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reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements; and

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exemptions from the requirements of holding a non-binding shareholder advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

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The combined company also intends to take advantage of the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies provided under the JOBS Act. As a result, the combined company’s financial statements may not be comparable to those of companies that comply with public company effective dates for complying with new or revised accounting standards.

Moreover, the combined company will also be eligible under the JOBS Act for an exemption from compliance with any requirement that the Public Company Accounting Oversight Board may adopt regarding mandatory audit firm rotation or supplements to the auditor’s report providing additional information about the audit and the financial statements.

The combined company cannot predict if investors will find its common stock less attractive because the combined company will rely on these exemptions. If some investors find the combined company’s common stock less attractive as a result, there may be a less active trading market for its common stock and its stock price may be more volatile. The combined company may take advantage of these reporting exemptions until the combined company is no longer an emerging growth company, which in certain circumstances could be for up to five years. For more information, see “— The combined company’s status as an emerging growth company may make it more difficult to raise capital as and when the combined company needs it.”

The combined company’s status as an emerging growth company may make it more difficult to raise capital as and when the combined company needs it.

Because of the exemptions from various reporting requirements available to it as an emerging growth company the combined company may be less attractive to investors and it may be difficult for it to raise additional capital as and when the combined company needs it. Investors may be unable to compare the combined company’s business with other companies in its industry if they believe that its financial

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accounting is not as transparent as other companies in its industry. If the combined company is unable to raise additional capital as and when the combined company needs it, the combined company’s financial condition and results of operations may be materially and adversely affected.

The combined company will remain an emerging growth company until the earliest of  (a) the last day of the first fiscal year in which its annual gross revenues exceed $1.0 billion, (b) the date that it becomes a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of its shares that are held by non-affiliates exceeds $700 million as of the last business day of the combined company’s most recently completed second fiscal quarter, (c) the date on which it has issued more than $1.0 billion in nonconvertible debt securities during the preceding three-year period and (d) the last day of the combined company’s fiscal year containing the fifth anniversary of the date on which shares of its common stock are offered in connection with the completion of the Merger.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about the combined company or its business, its common stock price and trading volume could decline.

The trading market for the combined company’s common stock will depend in part on the research and reports that securities or industry analysts publish about the combined company or its business. Securities and industry analysts do not currently, and may never, publish research on the combined company. If no securities or industry analysts commence coverage of the combined company, the trading price for its common stock would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover the combined company downgrade its securities or publish inaccurate or unfavorable research about its business, its stock price would likely decline. If one or more of these analysts cease coverage of the combined company or fail to publish reports on the combined company regularly, demand for its common stock could decrease, which might cause its common stock price and trading volume to decline.

Our product development and continuing planned operations require a substantial amount of capital. Future sales and issuances of common stock or rights to purchase common stock by the combined company, including pursuant to equity incentive plans, could result in additional dilution of the percentage ownership of stockholders and could cause the common stock price to fall.

The combined company expects that significant additional capital will be needed in the future to continue planned operations, including product development, which requires consistent high levels of investments. To raise capital, the combined company may sell substantial amounts of common stock or securities convertible into or exchangeable for common stock. These future issuances of common stock or common stock-related securities, together with the exercise of stock options, warrants, RSUs and any additional shares issued in connection with acquisitions, if any, may result in material dilution to investors. Such sales may also result in material dilution to the combined company’s existing stockholders, and new investors could gain rights, preferences and privileges senior to those of holders of the combined company’s common stock, including shares of common stock sold in this offering.

Raising capital for ongoing operations and product development by issuing securities may cause dilution to existing stockholders, restrict the combined company’s business or require the combined company to relinquish rights.

Additional financing for ongoing operations may not be available to the combined company when it needs it or may not be available on favorable terms. To the extent that the combined company raises additional capital by issuing equity securities, existing stockholders’ ownership will be diluted and the terms of any new equity securities may have preferences over its common stock. Any debt financing may involve covenants that restrict operations. These restrictive covenants may include limitations on additional borrowing and specific restrictions on the use of the combined company’s assets, as well as prohibitions on its ability to create additional liens, pay dividends, redeem its stock or make investments.

Anti-takeover and similar provisions of California law and our governing documents may deter or prevent a future acquisition or change of control of the combined company that our shareholders may consider favorable.

Anti-takeover and similar provisions of California law and of our governing documents could make it more difficult for a third party, or an existing shareholder, to engage in a business combination with or

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acquire control of the combined company, even if shareholders may consider such transaction to be favorable to them. Such provisions may have the effect of discouraging a hostile bid, or delaying, preventing or deterring a merger, acquisition or tender offer in which the combined company’s shareholders could receive a premium for their shares, or effect a proxy contest for control of the combined company or other changes in its management, particularly if such proposed transaction is opposed by the board of directors of the combined company.

Under Section 1203 of the CGCL, if an “interested person” makes an offer to purchase the shares of some or all of the combined company’s shareholders, the combined company must obtain an affirmative opinion in writing as to the fairness of the offering price prior to completing the transaction. If after receiving an offer from such an “interested person” the combined company receives a subsequent offer from a neutral third party, then the combined company must notify its shareholders of this offer and afford each of them the opportunity to withdraw their consent to the “interested person” offer.

Moreover, even if shareholders may consider such a transaction to be favorable to them, the CGCL may effectively prohibit a cash-out merger of minority shareholders by a majority shareholder of the combined company without the unanimous approval of the merger by the combined company’s shareholders, which is often difficult to achieve in the case of a public company. Under Sections 1101 and 1101.1 of the CGCL, a merger with a majority shareholder for cash consideration requires unanimous shareholder approval, except where (i) the party interested in effecting the merger already owns 90% or more of the voting power of the combined company (and could, therefore, accomplish such a cash-out of minority shareholders by means of a “short-form” merger without the need for approval by the combined company’s shareholders) or (ii) the California Commissioner of Corporations has granted its consent. In addition, under the combined company’s articles of incorporation and bylaws, certain provisions may make it difficult for a third party to acquire the combined company, or for a change in the composition of the board of directors or management to occur. For a more complete discussion of these statutes, articles and bylaws, see “Description of Majesco Capital Stock — Anti-Takeover Provisions of California Law, the Articles of Incorporation and Bylaws.”

Risks Related to Majesco

Majesco is currently, and after the completion of the Merger the combined company will continue to be, subject to the risks described below.

We depend on a small number of large customers and the loss of one or more major customers could have a material adverse effect on our business, financial condition and results of operations.

For the fiscal year ended March 31, 2014, our top five customers, in aggregate, generated approximately 37.7% of our revenue with no one customer representing greater than 20%. We expect that our top five customers will continue to account for a significant portion of our revenue for the foreseeable future. For fiscal year 2014, one large customer constituted approximately 19.8% of total revenues. For fiscal year 2013, two large customers constituted approximately 19.6% and 10.4% of total revenues, respectively. It is possible that any of our large customers could decide to terminate their relationships with us. The loss of one or more of our top five customers, or a substantial decrease in demand by any of those customers for our services and solutions, could have a material adverse effect on our business, results of operations and financial condition. Additionally, our large customers have substantial negotiating leverage, which may require that we agree to terms and conditions that result in increased cost of sales, decreased revenues and lower average selling prices and gross margins, all of which could harm our operating results.

Our information systems, like those of other software and technology companies, are vulnerable to the threat of cybersecurity and data privacy risks.

Our business involves the storage, management, and transmission of the proprietary information of customers. The methods used to obtain unauthorized access or disable or degrade services and systems are continuously changing, and may be difficult to successfully anticipate or detect for long periods of time. Moreover, software or applications we develop or obtain from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security.

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Although we employ control procedures and security systems to protect the data we store, manage and transmit for our customers, we cannot guarantee that these measures will be sufficient to detect or prevent interceptions, break-ins, security breaches, the introduction of viruses or malicious code, or other disruptions that may jeopardize the security of information stored in and transmitted by our products. Breaches of our security could result in misappropriation of personal information, suspension of hosting operations or interruptions in our services. Because techniques used to obtain unauthorized network access or to sabotage systems change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventive measures. Our systems are also exposed to computer viruses, denial of service attacks and bulk unsolicited commercial email, or spam. Being subject to these events and items could cause a loss of service and data to customers, even if the resulting disruption is temporary.

If our products or systems experience data security breaches or there is unauthorized access to or release of our customers’ data, we may lose current or future customers and our reputation and business may be harmed and may incur liabilities to repair or replace our systems or in connection with litigation or regulatory enforcement actions that may result from such breaches.

If our security measures are breached as a result of a third-party action, employee error or otherwise, and as a result customers’ information becomes available to unauthorized parties, we could incur liability, we may lose revenues and our reputation would be damaged. This could lead to the loss of current and potential customers. If we experience any breaches of our network security due to unauthorized access, sabotage, or human error, we may be required to expend significant capital and other resources to remedy, protect against or alleviate these and related problems. We also may not be able to remedy these problems in a timely manner, or at all. Even the perception that the privacy of personal information is not satisfactorily protected or does not meet regulatory requirements or that our systems are unsecure or unstable could inhibit sales of our products or services, and could limit adoption of our products and services. The property and business interruption insurance we carry may not provide coverage adequate to compensate us fully for losses that may occur or litigation that may be instituted against us in these circumstances. We could be required to make significant expenditures to repair our systems in the event that they are damaged or destroyed, or if the delivery of our services to our customers is disrupted, and our business and results of operations could be harmed.

Additionally, the U.S. Federal Trade Commission and certain state agencies have investigated various companies’ use of their customers’ personal information. The U.S. federal government, some state governments, and foreign countries have also enacted laws and regulations protecting the privacy of consumers’ non-public personal information. Our inability or failure to comply with existing laws, the adoption of new laws or regulations regarding the use of personal information that require us to change the way we conduct our business or an investigation of our privacy practices could increase the costs of operating our business.

We face intense and growing competition. If we are unable to compete successfully, our business will be seriously harmed through loss of customers or increased negative pricing pressure.

The market for our services and solutions is extremely competitive. Our competitors vary in size and in the variety of services and solutions.

Some of our current and potential direct competitors have longer operating histories, significantly greater financial, technical, marketing and other resources than we do, greater brand recognition and, we believe, a larger base of customers. In addition, competitors may operate more successfully or form alliances to acquire significant market share. These direct competitors may be able to adapt more quickly to new or emerging technologies and changes in customer requirements. They may also be able to devote more resources to the promotion, sale and development of their services and solutions than us and there can be no assurance that our current and future competitors will not be able to develop services and solutions comparable or superior to those offered by us at more competitive prices. As a result, in the future, we may suffer from an inability to offer competitive services and solutions or be subject to negative pricing pressure that would adversely affect our ability to generate revenue and adversely affect our operating results.

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Our business will be adversely affected if we cannot successfully retain key members of our management team or retain, hire, train and manage other key employees, particularly in the sales and customer service areas.

Our continued success is largely dependent on the personal efforts and abilities of our executive officers and senior management, including our President and Chief Executive Officer and our executive management team. Our success also depends on our continued ability to attract, retain, and motivate key employees throughout our business. In particular, we are substantially dependent on our skilled technical employees and our sales and customer service employees. Competition for skilled technical, sales and customer service professionals is intense and our competitors often attempt to solicit our key employees and may be able to offer them employment benefits and opportunities that we cannot. There can be no assurance that we will be able to continue to attract, integrate or retain additional highly qualified personnel in the future. In addition, our ability to achieve significant growth in revenue will depend, in large part, on our success in effectively training sufficient numbers of technical, sales and customer service personnel. New employees require significant training before they achieve full productivity. Our recent and planned hires may not be as productive as anticipated, and we may be unable to hire sufficient numbers of qualified individuals. If we are not successful in retaining our existing employees, or hiring, training and integrating new employees, or if our current or future employees perform poorly, growth in the sales of our services may not materialize and our business will suffer.

We resell products and services of third parties that may require us to pay for such products and services even if our customers fail to pay us for the products and services, which may have a negative impact on our cash flow and operating results.

In order to provide resale services or products, we contract with third-party service providers. These services require us to enter into fixed term contracts for services with third party suppliers of products and services. If we experience the loss of a customer who has purchased a resale product or service, we may remain obligated to continue to pay our suppliers for the term of the underlying contracts. The payment of these obligations without a corresponding payment from customers will reduce our financial resources and may have a material adverse effect on our financial performance, cash flow and operating results.

We may fail to adequately protect our proprietary technology, which would allow competitors or others to take advantage of our research and development efforts.

We rely upon trade secrets, proprietary know-how, and continuing technological innovation to develop new services and solutions and to remain competitive. If our competitors learn of our proprietary technology or processes, they may use this information to produce services and solutions that are equivalent or superior to our services and solutions, which could materially adversely affect our business, operations and financial position. Our employees and consultants may breach their obligations not to reveal our confidential information, and any remedies available to us may be insufficient to compensate our damages. Even in the absence of such breaches, our trade secrets and proprietary know-how may otherwise become known to our competitors, or be independently discovered by our competitors, which could adversely affect our competitive position.

Our sales cycle is lengthy and variable, depends upon many factors outside our control, and could cause us to expend significant time and resources prior to earning associated revenues.

The typical sales cycle for our products and services is lengthy and unpredictable, requires pre-purchase evaluation by a significant number of employees in our customers’ organizations, and often involves a significant operational decision by our customers. Our sales efforts involve educating our customers about the use and benefits of our products, including the technical capabilities of our products and the potential cost savings achievable by organizations deploying our products. Customers typically undertake a significant evaluation process, which frequently involves not only our products, but also those of our competitors and can result in a lengthy sales cycle. Moreover, a purchase decision by a potential customer typically requires the approval of several senior decision makers, including the board of directors of our customers. Our sales cycle for new customers is typically one to two years and can extend even longer in some cases. We spend substantial time, effort and money in our sales efforts without any assurance that our efforts will produce any sales. In addition, we sometimes commit to include specific functions in our base product offering at the request of a customer or group of customers and are unable to recognize license

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revenues until the specific functions have been added to our products. Providing this additional functionality may be time consuming and may involve factors that are outside of our control. The lengthy and variable sales cycle may also have a negative impact on the timing of our revenues, causing our revenues and results of operations to vary significantly from period to period.

Our business depends on customers renewing and expanding their license and maintenance contracts for our products. A decline in our customer renewals and expansions could harm our future results of operations.

Our customers have no obligation to renew their term licenses after their license period expires, and these licenses may not be renewed on the same or more favorable terms. Moreover, under certain circumstances, our customers have the right to cancel their license agreements before they expire. We have limited historical data with respect to rates of customer license renewals, upgrades and expansions so we may not accurately predict future trends in customer renewals. In addition, our term and perpetual license customers have no obligation to renew their maintenance arrangements after the expiration of the initial contractual period. Our customers’ renewal rates may fluctuate or decline because of several factors, including their satisfaction or dissatisfaction with our products and services, the prices of our products and services, the prices of products and services offered by our competitors or reductions in our customers’ spending levels due to the macroeconomic environment or other factors. In addition, in some cases, our customers have a right to exercise a perpetual buyout of their term licenses at the end of the initial contract term. If our customers do not renew their term licenses for our solutions or renew on less favorable terms, our revenues may decline or grow more slowly than expected and our profitability may be harmed.

Our implementation cycle is lengthy and variable, depends upon factors outside our control, and could cause us to expend significant time and resources prior to earning associated revenues.

The implementation and testing of our products by our customers takes several months or longer, and unexpected implementation delays and difficulties can occur. Implementing our products typically involves integration with our customers’ systems, as well as adding their data to our system. This can be complex, time-consuming and expensive for our customers and can result in delays in the implementation and deployment of our products. The lengthy and variable implementation cycle may also have a negative impact on the timing of our revenues, causing our revenues and results of operations to vary significantly from period to period.

Our product development cycles are lengthy, and we may incur significant expenses before we generate revenues, if any, from new products.

Because our products are complex and require rigorous testing, development cycles can be lengthy, taking us up to two years to develop and introduce new products. Moreover, development projects can be technically challenging and expensive. The nature of these development cycles may cause us to experience delays between the time we incur expenses associated with research and development and the time we generate revenues, if any, from such expenses. If we expend a significant amount of resources on research and development and our efforts do not lead to the successful introduction or improvement of products that are competitive in the marketplace, this could materially and adversely affect our business and results of operations. Additionally, anticipated customer demand for a product we are developing could decrease after the development cycle has commenced. Such decreased customer demand may cause us to fall short of our sales targets, and we may nonetheless be unable to avoid substantial costs associated with the product’s development. If we are unable to complete product development cycles successfully and in a timely fashion and generate revenues from such future products, the growth of our business may be harmed.

Failure to meet customer expectations on the implementation of our products could result in negative publicity and reduced sales, both of which would significantly harm our business, results of operations, financial condition and growth prospects.

We provide our customers with upfront estimates regarding the duration, budget and costs associated with the implementation of our products. Failing to meet these upfront estimates and the expectations of our customers for the implementation of our products could result in a loss of customers and negative publicity regarding us and our products and services, which could adversely affect our ability to attract new customers and sell additional products and services to existing customers. Such failure could result from our

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product capabilities or service engagements by us, our system integrator partners or our customers’ information technology (“IT”) employees. The consequences could include, and have included: monetary credits for current or future service engagements, reduced fees for additional product sales, and a customer’s refusal to pay their contractually-obligated license, maintenance or service fees. In addition, time-consuming implementations may also increase the amount of services personnel we must allocate to each customer, thereby increasing our costs and adversely affecting our business, results of operations and financial condition.

If we are unable to develop, introduce and market new and enhanced versions of our products, we may be put at a competitive disadvantage.

Our success depends on our continued ability to develop, introduce and market new and enhanced versions of our products to meet evolving customer requirements. However, we cannot assure you that this process can be maintained. If we fail to develop new products or enhancements to our existing products, our business could be adversely affected, especially if our competitors are able to introduce products with enhanced functionality. We plan to continue our investment in product development in future periods. It is critical to our success for us to anticipate changes in technology, industry standards and customer requirements and to successfully introduce new, enhanced and competitive products to meet our customers’ and prospective customers’ needs on a timely basis. However, we cannot assure you that revenues will be sufficient to support the future product development that is required for us to be competitive. Although we may be able to release new products in addition to enhancements to existing products, we cannot assure you that our new or upgraded products will be accepted by the market, will not be delayed or canceled, will not contain errors or “bugs” that could affect the performance of the products or cause damage to users’ data, or will not be rendered obsolete by the introduction of new products or technological developments by others. If we fail to develop products that are competitive in technology and price and fail to meet customer needs, our market share will decline and our business and results of operations could be harmed.

We may be subject to significant liability claims if our core system software fails and the limitation of liability provided in our license agreements may not protect us, which may adversely impact our financial condition.

The license and support of our core system software creates the risk of significant liability claims against us. Our license agreements with our customers contain provisions designed to limit our exposure to potential liability claims. It is possible, however, that the limitation of liability provisions contained in such license agreements may not be enforced as a result of international, federal, state and local laws or ordinances or unfavorable judicial decisions. Breach of warranty or damage liability or injunctive relief resulting from such claims could have a material and adverse impact on our results of operations and financial condition.

Certain of our software products may be deployed through cloud-based implementations, and if such implementations are compromised by data security breaches or other disruptions, our reputation could be harmed, and we could lose customers or be subject to significant liabilities.

Although our software products typically are deployed on our customers’ premises, our products may be deployed in our customers’ cloud-based environments, in which our products and associated services are made available using an Internet-based infrastructure. In cloud deployments, the infrastructure of third-party service providers used by our customers may be vulnerable to hacking incidents, other security breaches, computer viruses, telecommunications failures, power loss, other system failures and similar disruptions.

Any of these occurrences, whether intentional or accidental, could lead to interruptions, delays or cessation of operation of the servers of third-party service providers’ used by our customers, and to the unauthorized use or access of our software and proprietary information and sensitive or confidential data stored or transmitted by our products. The inability of service providers used by our customers to provide continuous access to their hosted services, and to secure their hosted services and associated customer information from unauthorized use, access or disclosure, could cause us to lose customers and to incur significant liability, and could harm our reputation, business, financial condition and results of operations.

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We are dependent on the reliability and performance of our internally developed systems and operations. Any difficulties in maintaining these systems, whether due to human error or otherwise, may result in service interruptions, decreased service quality for our customers, a loss of customers or increased expenditures.

Our revenue and profit depend on the reliability and performance of our services and solutions. We have contractual obligations to provide service level credits to almost all of our application services provider (“ASP”) customers against future invoices in the event that certain service disruptions occur. Furthermore, customers may terminate their ASP agreements with us as a result of significant service interruptions, or our inability, whether actual or perceived, to provide our services and solutions at the contractually required levels or at any time. If our services are unavailable, or customers are dissatisfied with our performance, we could lose customers, our revenue and profits would decrease and our business operations or financial position could be harmed. In addition, the software and workflow processes that underlie our ability to deliver our services and solutions have been developed primarily by our own employees and consultants. Malfunctions in the software we use or human error could result in our inability to provide services or cause unforeseen technical problems. If we incur significant financial commitments to our customers in connection with our failure to meet service level commitment obligations, we may incur significant liability and our liability insurance and revenue reserves may not be adequate. In addition, any loss of services, equipment damage or inability to meet our service level commitment obligations could reduce the confidence of our customers and could consequently impair our ability to obtain and retain customers, which would adversely affect both our ability to generate revenue and our operating results.

We operate in a price sensitive market and we are subject to pressures from customers to decrease our fees for the services and solutions we provide. Any reduction in price would likely reduce our margins and could adversely affect our operating results.

The competitive market in which we conduct our business could require us to reduce our prices. If our competitors offer discounts on certain products or services in an effort to recapture or gain market share or to sell other products, we may be required to lower our prices or offer other favorable terms to compete successfully. Any of these changes would likely reduce our margins and could adversely affect our operating results. Some of our competitors may bundle products and services that compete with us for promotional purposes or as a long-term pricing strategy or provide guarantees of prices and product implementations. In addition, many of the services and solutions that we provide and market are not unique to us and our customers and target customers may not distinguish our services and solutions from those of our competitors. All of these factors could, over time, limit or reduce the prices that we can charge for our services and solutions. If we cannot offset price reductions with a corresponding increase in the number of sales or with lower spending, then the reduced revenue resulting from lower prices would adversely affect our margins and operating results.

If we are unable to retain and grow our customer base, as well as their end-user base, our revenue and profit will be adversely affected.

In order to execute our business plan successfully, we must maintain existing relationships with our customers and establish new relationships with additional businesses. If we are unable to diversify and extend our customer base, our ability to grow our business may be compromised, which would have a material adverse effect on our financial condition and results of operations.

If economic or other factors negatively affect the insurance industry, our customers and target customers may become unwilling or unable to purchase our services and solutions, which could cause our revenue to decline and impair our ability to operate profitably.

Many of our existing and target customers operate in the insurance industry. If a material portion of the insurance businesses that we service, or are looking to service, experience economic hardship, these customers may be unwilling or unable to expend resources on the services and solutions we provide, which would negatively affect the overall demand for our services and could cause our revenue to decline.

If we do not respond effectively and on a timely basis to rapid technological change, our business could suffer.

The markets in which we operate are characterized by changing technology and evolving industry standards. There can be no assurance that our current and future competitors will not be able to develop

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services or expertise comparable or superior to those we have developed or to adapt more quickly than us to new technologies, evolving industry standards or customer requirements. Failure or delays in our ability to develop services and solutions to respond to industry or user trends or developments and the actions of our competitors could have a material adverse effect on our business, results of operations and financial condition. Our ability to anticipate changes in technology, technical standards and product offerings will be a significant factor in the success of our current business and in expanding into new markets.

If we are unable to quickly react to changes in insurance laws and similar regulation in the jurisdictions in which we operate and update our products on a frequent basis, our customer base (as well as end-user base), revenue and profit will be adversely affected. Such updates requires significant investment, which may come at a cost.

In order for us to maintain and grow our customer base (and well as our customers’ end-user base) and maintain and increase revenues and profit, we must maintain familiarity with legal and regulatory changes in the jurisdictions in which we operate and update our existing products frequently. Frequent and timely product updates require significant investment in research and development and in personnel experienced in legal and regulatory matters as well as technical personnel. To maintain such a level of investment, we may need to raise additional debt or equity capital, which may be costly, or require a reduction in other areas of our budget. Our inability to continually update our products as needed due to regulatory changes could have an adverse effect on our financial condition and results of operations and reduce our ability to compete.

Litigation could result in substantial costs to us and our insurance may not cover these costs.

There is a risk that our services and solutions may not perform up to expectations. While in certain circumstances we attempt to contractually limit our liability for damages arising from our provision of services, there can be no assurance that they will be enforceable in all circumstances or in all jurisdictions. Furthermore, litigation, regardless of contractual limitations, could result in substantial cost to our divert management’s attention and resources from our operations and result in negative publicity that our ongoing marketing efforts and therefore our ability to maintain and grow our customer base. Although we have general liability insurance in place, there is no assurance that this insurance will cover these claims or that these claims will not exceed the insurance limit under its current policies.

Our global operations are subject to complex risks, some of which might be beyond our control.

We have offices and operations in various countries around the world and provide services and solutions to clients globally. For the fiscal year ended March 31, 2014, approximately 83.34% of our revenues were attributable to the North American region, approximately 10.48% were attributable to the European region, and approximately 6.18% were attributable to the rest of the world, primarily the Asia-Pacific region. If we are unable to manage the risks of our global operations, including regulatory, economic, political and other uncertainties in India and other countries, fluctuations in foreign exchange and inflation rates, international hostilities, terrorism, natural disasters and multiple legal and regulatory systems, our results of operations could be adversely affected.

Our international sales and operations subject us to additional risks that can adversely affect our business, results of operations and financial condition.

Our current international operations and our plans to expand our international operations subject us to a variety of risks, including:

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increased management, travel, infrastructure and legal compliance costs associated with having multiple international operations;

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longer payment cycles and difficulties in enforcing contracts and collecting accounts receivable;

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the need to localize our products and licensing programs for international customers;

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lack of familiarity with and unexpected changes in foreign regulatory requirements;

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increased exposure to fluctuations in currency exchange rates;

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the burdens of complying with a wide variety of foreign laws and legal standards;

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compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), particularly in emerging market countries;

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import and export license requirements, tariffs, taxes and other trade barriers;

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increased financial accounting and reporting burdens and complexities;

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weaker protection of intellectual property rights in some countries;

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multiple and possibly overlapping tax regimes; and

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political, social and economic instability abroad, terrorist attacks and security concerns in general.

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As we continue to expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage these and other risks associated with our international operations. Any of these risks could harm our international operations and reduce our international sales, adversely affecting our business, results of operations, financial condition and growth prospects.

A substantial portion of our assets and operations are located outside of the United States and we are subject to regulatory, tax, economic, political and other uncertainties in other foreign countries in which we operate.

We have significant offshore facilities in foreign countries, including India, Malaysia and Thailand. Wages in these countries have historically increased at a faster rate than in the United States. If this trend continues in the future, it would result in increased costs for our skilled professionals and thereby potentially reduce our operating margins. Also, there is no assurance that, in future periods, competition for skilled professionals will not drive salaries higher in those countries, thereby resulting in increased costs for our technical professionals and reduced operating margins.

Certain of these countries have also recently experienced civil unrest and terrorism and have been involved in conflicts with neighboring countries. These events could materially adversely affect our operations in these countries. In addition, companies may decline to contract with us for services, even where these countries are not involved, because of more generalized concerns about relying on a service provider utilizing international resources that may be viewed as less stable than those provided in the United States.

In addition, these countries have in the past experienced many of the problems that commonly confront the economies of developing countries, including high inflation, erratic gross domestic product growth and shortages of foreign exchange. Government actions concerning the economy in these countries could have a material adverse effect on private sector entities like us. In the past, certain of these governments have provided significant tax incentives and relaxed certain regulatory restrictions in order to encourage foreign investment in specified sectors of the economy, including the software development services industry. Programs that have benefited us include, among others, tax holidays, liberalized import and export duties and preferential rules on foreign investment and repatriation. Notwithstanding these benefits, as noted above, changes in government leadership or changes in policies in these countries that result in the elimination of any of the benefits realized by us or the imposition of new taxes applicable to such operations could have a material adverse effect on our business, results of operations and financial condition.

Our operating results may be adversely affected by fluctuations in the Indian rupee and other foreign currency exchange rates and restrictions on the deployment of cash across our global operations.

Although we report our operating results in U.S. dollars, a portion of our revenues and expenses are denominated in currencies other than the U.S. dollar. Fluctuations in foreign currency exchange rates can have a number of adverse effects on us. Because our consolidated financial statements are presented in U.S. dollars, we must translate revenues, expenses and income, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period. Therefore, changes in the value of the U.S. dollar against other currencies will affect our revenues, income from operations, other income (expense), net and the value of balance sheet items originally denominated in other currencies. There is no guarantee that our financial results will not be adversely affected by currency exchange rate fluctuations or

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that any efforts by us to engage in currency hedging activities will be effective. In addition, in some countries we could be subject to strict restrictions on the movement of cash and the exchange of foreign currencies, which could limit our ability to use these funds across our global operations. Finally, as we continue to leverage our global delivery model, more of our expenses are incurred in currencies other than those in which we bill for the related services. An increase in the value of certain currencies, such as the Indian rupee, against the U.S. dollar could increase costs for delivery of services at offshore sites by increasing labor and other costs that are denominated in local currency.

Our shareholders may have difficulty effecting service of process or enforcing judgments obtained in the United States against our foreign subsidiaries or against some of our officers, directors or executive management or gaining access to our assets located outside the United States.

Several of our operating subsidiaries are located outside the United States, including India, Thailand, Malaysia, UK and Canada, and a number of our officers, directors and executive management reside abroad. Many of our assets are located in countries outside the United States. As a result, you may be unable to effect service of process upon our affiliates who reside outside the United States except in their jurisdiction of residence. In addition, you may be unable to enforce outside of the jurisdiction of these affiliates’ residence judgments obtained against these individuals or entities in courts of the United States, including judgments predicated solely upon the federal securities laws of the United States. You may also have difficulty gaining access to assets of us or our affiliates located outside the United State to the extent necessary to satisfy a judgment against us or one of our affiliates. In particular, should you seek to enforce a judgment of a United States court against us or one of our affiliates, directors or officers in a jurisdiction outside the United States, you may be unable to obtain recognition or enforcement of some or all of the amount of damages or other remedies awarded by the United States court. You may also be required to comply with laws or regulations applicable to relevant jurisdiction governing the repatriation of any money damages recovered from a court in such jurisdiction to the United States or another country.

Our growth may be hindered by immigration restrictions.

Our future success continues to depend on our ability to attract and retain employees with technical and project management skills, including those from developing countries, especially India. The ability of foreign nationals to work in the United States and Europe, where a significant proportion of the combine company’s operations are located, depends on their ability and our ability to obtain the necessary visas and work permits.

Immigration and work permit laws and regulations in the United States, the United Kingdom, and other countries are subject to legislative and administrative changes as well as changes in the application of standards and enforcement. Immigration and work permit laws and regulations can be significantly affected by political forces and levels of economic activity. Our international expansion strategy and our business, results of operations, and financial condition may be materially adversely affected if changes in immigration and work permit laws and regulations or the administration or enforcement of such laws or regulations impair our ability to staff projects with professionals who are not citizens of the country where the work is to be performed.

Our earnings may be adversely affected if we change our intent not to repatriate foreign earnings or if such earnings become subject to U.S. tax on a current basis.

We have earnings outside of the United States. Other than amounts for which we have already accrued U.S. taxes, we consider foreign earnings to be indefinitely reinvested outside of the United States. While we have no plans to do so, events may occur that could effectively force us to change our intent not to repatriate such earnings. If such earnings are repatriated in the future or are no longer deemed to be indefinitely reinvested, we may have to accrue taxes associated with such earnings at a substantially higher rate than our projected effective income tax rate in fiscal year 2014, and we may be subject to additional tax liabilities in certain foreign jurisdictions in which we operate. These increased taxes could have a material adverse effect on our business, results of operations and financial condition.

We may not be able to enforce or protect our intellectual property rights, which may harm our ability to compete and harm our business.

Our future success will depend, in part, on our ability to protect our proprietary methodologies and other valuable intellectual property. We presently hold no issued patents.

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Our ability to enforce our software license agreements, service agreements, and other intellectual property rights is subject to general litigation risks, as well as uncertainty as to the enforceability of our intellectual property rights in various countries. To the extent that we seek to enforce our rights, we could be subject to claims that an intellectual property right is invalid, otherwise not enforceable, or is licensed to the party against whom we are pursuing a claim. In addition, our assertion of intellectual property rights may result in the other party seeking to assert alleged intellectual property rights or assert other claims against us, which could harm our business. If we are not successful in defending such claims in litigation, we may not be able to sell or license a particular service or solution due to an injunction, or we may have to pay damages that could, in turn, harm our results of operations. In addition, governments may adopt regulations, or courts may render decisions, requiring compulsory licensing of intellectual property to others, or governments may require that products meet specified standards that serve to favor local companies. Our inability to enforce our intellectual property rights under these circumstances may harm our competitive position and our business.

We generally agree in our agreements with our customers to place source code for our proprietary software in escrow. In most of those cases, the escrowed source code may be made available to such customers in the event that we were to file for bankruptcy or materially fail to support our products in the future. Release of our source code upon any such event may increase the likelihood of misappropriation or other misuse of our software; however, such customers would still be obligated to comply with the terms of our license agreements with them, which restricts the use of the software.

Our services or solutions could infringe upon the intellectual property rights of others and we may be subject to claims of infringement of third-party intellectual property rights.

We cannot be sure that our services and solutions, or the solutions of others that we offer to our clients, do not infringe on the intellectual property rights of others. Third parties may assert against us or our customers claims alleging infringement of patent, copyright, trademark, or other intellectual property rights to technologies or services that are important to our business. Infringement claims could harm our reputation, cost us money and prevent us from offering some services or solutions. In our contracts, we generally agree to indemnify our clients for certain expenses or liabilities resulting from potential infringement of the intellectual property rights of third parties. In some instances, the amount of our liability under these indemnities could be substantial. Any claims that our products, services or processes infringe the intellectual property rights of others, regardless of the merit or resolution of such claims, may result in significant costs in defending and resolving such claims, and may divert the efforts and attention of our management and technical personnel from our business. In addition, as a result of such intellectual property infringement claims, we could be required or otherwise decide that it is appropriate to:

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pay third-party infringement claims;

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discontinue using, licensing, or selling particular products subject to infringement claims;

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discontinue using the technology or processes subject to infringement claims;

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develop other technology not subject to infringement claims, which could be costly or may not be possible; and/or

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license technology from the third party claiming infringement, which license may not be available on commercially reasonable terms.

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The occurrence of any of the foregoing could result in unexpected expenses or require us to recognize an impairment of our assets, which would reduce the value of our assets and increase expenses. In addition, if we alter or discontinue our offering of affected items or services, our revenue could be affected. If a claim of infringement were successful against us or our clients, an injunction might be ordered against our client or our own services or operations, causing further damages.

We expect that the risk of infringement claims against us will increase if our competitors are able to obtain patents or other intellectual property rights for software products and methods, technological solutions, and processes. We may be subject to intellectual property infringement claims from certain individuals or companies who have acquired patent portfolios for the primary purpose of asserting such

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claims against other companies. The risk of infringement claims against us may also increase as we continue to develop and license our intellectual property to our clients and other third parties. Any infringement claim or litigation against us could have a material adverse effect on our business, results of operations and financial condition.

Some of our products may incorporate open source software, which may expose us to potential claims or litigation.

Some of our products may incorporate software licensed under so-called “open source” licenses, including, but not limited to, the GNU General Public License and the GNU Lesser General Public License. We use our methodology to ensure that our proprietary software is not combined with, and does not incorporate, open source software in ways that would require our proprietary software to be subject to an open source license. However, few courts have interpreted open source licenses, and the manner in which these licenses may be interpreted and enforced is therefore subject to some uncertainty. The usage of open source software may subject us to claims from others seeking to enforce the terms of an open source license, including by demanding release of the open source software, derivative works or our proprietary source code that was developed using such software. Such claims could also result in litigation, and may require us to devote additional research and development resources to change our products, any of which could reduce or diminish the value of our products and have a negative effect on our business and operating results.

We may be unable to successfully integrate the Agile insurance technology consulting business.

On January 1, 2015, we consummated the acquisition (the “Agile Asset Acquisition”) of substantially all of the assets related to the insurance consulting business (the “Consulting Business”) of Agile Technologies, LLC (“Agile”), a business and technology management consulting firm. It is possible that the integration of the Consulting Business and that of the former personnel of Agile who have joined Majesco into Majesco could take longer than anticipated and could result in the loss of valuable employees and customers from the Consulting Business, the disruption of the ongoing businesses, processes and systems of our non-consulting businesses and the Consulting Business or inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements, any of which could adversely affect our ability (and the ability of the combined company following the completion of the Merger with Cover-All) to achieve the anticipated benefits of the Agile Asset Acquisition. Our results of operations could also be adversely affected by any issues attributable to the operations of our non-consulting businesses or of the Consulting Business that arise or are based on events or actions that occurred prior to or in connection with the completion of the Agile Asset Acquisition. We may have difficulty addressing possible differences in corporate cultures and management philosophies. The integration process is subject to a number of uncertainties, and no assurance can be given that the anticipated benefits of the Agile Asset Acquisition will be realized or, if realized, the timing of their realization. Failure to achieve these anticipated benefits could result in increased costs or decreases in the amount of expected revenues and could adversely affect our future business, financial condition, operating results and prospects, or the business, financial condition and prospects of the combined company after the Merger. For more information, see “Majesco’s Business —  Agile Asset Acquisition.”

Risks Related to Cover-All

We may need additional financing in order to continue to develop our business.

We may need additional financing to continue to fund the ongoing development on new products and services necessary to remain competitive, finance acquisitions and business development to expand and grow our business generally. If equity securities are issued in connection with a financing or business acquisition, dilution to our stockholders may result, and if additional funds are raised through the incurrence of debt, we may be subject to additional restrictions on our operations and finances both in and outside the ordinary course of business.

If we do not continue to innovate and provide products and services that are useful to insurance companies in a cost-effective way, we may not remain competitive, and our revenues and operating results could suffer.

Our future success depends on our ability to provide innovative and quality products and services for the insurance marketplace. Because our products and services represent the core functionality that powers

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the businesses of our customers, our competitors are constantly developing innovations in similar products and services. As a result, we must continue to invest significant resources in research and development in order to enhance our existing products and services and introduce new products and services that insurance companies can easily and effectively use. If we are unsuccessful in these endeavors, we may not remain competitive, and our revenues and operating results could suffer. Additionally, we rely on our references from existing customers for new sales. If we are unable to provide quality products and services, then our customers may become dissatisfied and may not provide these references. We also rely on an offshore software development vendor for developing and servicing our products, and our operating results would suffer if we cannot maintain our current cost structure through offshore development resources in the future.

We depend on product introductions in order to remain competitive in our industry.

We are currently investing resources in product development and expect to continue to do so in the future. Our future success will depend on our ability to continue to enhance our current product line and to continue to develop and introduce new products that keep pace with competitive product introductions and technological developments, satisfy diverse and evolving insurance industry requirements and otherwise achieve market acceptance. We may not be successful in continuing to introduce and market, on a timely and cost-effective basis, product enhancements or new products that respond to technological advances by others. Any failure by us to anticipate or respond adequately to changes in technology and insurance industry preferences, or any significant delays in product development or introduction, would significantly and adversely affect our business, operating results and financial condition.

Our products may not achieve market acceptance, which may make it difficult for us to compete.

Our future success will depend upon our ability to increase the number of insurance companies that license our software products. As a result of the intense competition in our industry and the rapid technological changes which characterize it, our products may not achieve significant market acceptance. Further, insurance companies are typically characterized by slow decision-making and numerous bureaucratic and institutional obstacles which will make our efforts to significantly expand our customer base difficult.

We depend on key personnel.

Our success depends to a significant extent upon a limited number of members of senior management and other key employees, including Manish D. Shah, our President and Chief Executive Officer. We maintain “key-man” life insurance on Mr. Shah in the amount of  $1,000,000 per individual. The loss of the service of one or more key managers or other key employees could have a significant and adverse effect upon our business, operating results or financial condition. In addition, we believe that our future success will depend in large part upon our ability to attract and retain additional highly skilled technical, management, sales and marketing personnel. Competition for such personnel in the computer software industry is intense. We may not be successful in attracting and retaining such personnel, and the failure to do so could have a material adverse effect on our business, operating results or financial condition.

We may be subject to information technology system failures and network disruptions.

Information technology system failures, network disruptions and breaches of data security caused by such factors, including, but not limited to, earthquakes, hurricanes, fire, flood, theft, fraud, malicious attack, acts of terrorism or other causes could disrupt our operations. While we have taken steps to address these concerns by implementing internal control measures, there can be no assurance that such a system failure, disruption or breach will not materially adversely affect our financial condition and operating results, including loss of revenue due to adverse customer reaction or required corrective action. In addition, our property and business interruption insurance coverage may not be adequate to fully compensate us for losses that may occur.

Our market is highly competitive.

Both the computer software and the insurance software systems industries are highly competitive. There are a number of larger companies, including computer manufacturers, computer service and software

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companies and insurance companies, that have greater financial resources than we have. These companies currently offer and have the technological ability to develop software products that are core to the business of insurance companies and similar to those offered by us. These companies present a significant competitive challenge to our business. Because we do not have the same financial resources as these competitors, we may have a difficult time in the future in competing with these companies. In addition, very large insurers internally develop systems similar to our systems and as a result, they may not become customers of our software. We compete on the basis of our insurance knowledge, products, service, price, system functionality and performance and technological advances. Although we believe we can continue to compete on the basis of these factors, some of our current competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing and other resources than we do. Our current competitors may be able to:

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undertake more extensive marketing campaigns for their brands and services;

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devote more resources to product development;

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adopt more aggressive pricing policies; and

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make more attractive offers to potential employees and third-party service providers.

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If we are unable to attract new customers and increase business with existing customers, our growth and results of operations will be adversely affected.

Our success depends on our ability to attract new customers and develop new revenue streams. We generate revenue from software contract licenses, professional services fees from ongoing software customization and continuing support fees for technical and regulatory software updates on a monthly basis. To sustain or increase our revenue, we must add new customers and encourage existing to purchase additional licenses from us, including our integrated solutions. In addition to license revenue, we receive significant revenues from support services and professional services. However, we cannot assure you that we will be able to maintain or increase our revenues from these services. We have experienced a decline in license revenue since the first quarter of 2014, which could continue in future periods. Our ability to slow or reverse this declining rate of growth will depend in part upon our ability to successfully attract new customers and increase revenue from existing clients (including our ability to cross-sell our full suite of offerings). However, we operate in a highly competitive market, and there can be no assurance that we will be able to do so.

If the Merger is not completed, our debt service obligations under our Credit Agreement with Imperium could have an adverse effect on our financial condition and results of operations.

Our Credit Agreement with Imperium provides for a three-year term loan facility to the Cover-All Subsidiary of  $2 million and a three-year revolving credit line to the Cover-All Subsidiary of up to $250,000. As of December 31, 2014, we had $2 million outstanding under the term loan and no amounts outstanding under the revolving credit line. Our Credit Agreement imposes on us certain restrictions and contains financial covenants. Our debt service obligations and the amortization of deferred financing costs associated with entering into the Credit Agreement could have important consequences to us and our financial condition and results of operations. If we do not generate sufficient cash from our operations to service our debt obligations under the Credit Agreement, we may need to take one or more actions, including refinancing our debt, obtaining additional financing, selling assets, obtaining additional equity capital, restructuring our operations or reducing or delaying capital or other expenditures. We cannot be certain that our cash flow will be sufficient to allow us to pay the principal and interest on our debt obligations under the Credit Agreement and meet our other obligations. Under the Credit Agreement, the Cover-All Subsidiary granted a security interest in substantially all of its assets to Imperium. In addition, we guaranteed the Cover-All Subsidiary’s performance under the Credit Agreement and pledged all of the outstanding shares of the Cover-All Subsidiary in support of such guarantee. The Credit Agreement contains covenants that, among other things, require us to maintain minimum revenues and EBITDA (determined on a consolidated basis), tested annually, commencing with the twelve months ending September 30, 2013. As of September 30, 2014, we were in compliance with our minimum revenue and EBITDA covenants under the Credit Agreement. If we or the Cover-All Subsidiary default on the

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covenants or other obligations under the Credit Agreement and are unable to cure any such default, Imperium could elect to declare all borrowings outstanding under the Credit Agreement, together with accumulated and unpaid interest and other fees, immediately due and payable. Pursuant to the Merger Agreement, all amounts outstanding under the Credit Agreement will be repaid in full and the indebtedness thereunder discharged.

We depend upon proprietary technology and we are subject to the risk of third party claims of infringement.

Our success and ability to compete depends in part upon our proprietary software technology. We also rely on certain software that we license from others. We rely on a combination of trade secret, copyright and trademark laws, nondisclosure and other contractual agreements and technical measures to protect our proprietary rights. We currently have no patents or patent applications pending. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary. The steps we take to protect our proprietary technology may not prevent misappropriation of our technology, and this protection may not stop competitors from developing products which function or have features similar to our products.

While we believe that our products and trademarks do not infringe upon the proprietary rights of third parties, third parties may claim that our products infringe, or may infringe, upon their proprietary rights. Any infringement claims, with or without merit, could be time-consuming, result in costly litigation and diversion of technical and management personnel, cause product shipment delays or require us to develop non-infringing technology or enter into royalty or licensing agreements. Royalty or licensing agreements, if required, may not be available on terms acceptable to us or at all. If a claim of product infringement against us is successful and we fail or are unable to develop non-infringing technology or license the infringed or similar technology, our business, operating results and financial condition could be significantly and adversely affected.

We depend on existing major customers, the loss of one or more of which could have a material adverse effect on our results of operations and financial condition.

We anticipate that our operations will continue to depend upon the continuing business of our existing customers, and the ability to attract new customers. In 2014, our software products operations depended primarily on certain existing major customers. Two customers generated approximately 24% and 18%, respectively, of our revenues in 2014, and 24% and 11%, respectively, of our revenues in 2013. The loss of such customers or one or more of our other existing major customers or our inability to continue to attract new customers could adversely affect our business, operating results and financial condition significantly.

A decline in computer software spending may result in a decrease in our revenues or lower our growth rate.

A decline in the demand for computer software among our current and prospective customers may result in decreased revenues or a lower growth rate for us because our sales depend, in part, on our customers’ level of funding for new or additional computer software systems and services. Moreover, demand for our solutions may be reduced by a decline in overall demand for computer software and services. The current decline in overall technology spending may cause our customers to reduce or eliminate software and services spending and cause price erosion for our solutions, which would substantially affect our sales of new software licenses and the average sales price for these licenses. Because of these market and economic conditions, we believe there will continue to be uncertainty in the level of demand for our products and services. Accordingly, we cannot assure you that we will be able to increase or maintain our revenues.

We may not get the full benefit of our tax loss carry forwards.

Under the Code, companies that have not been operating profitably are allowed to apply certain of their past losses to offset future taxable income liabilities they may incur once they reach profitability. These amounts are known as net operating tax loss carryforwards, or NOLs. As of December 31, 2014, we had a total of approximately $9.9 million of federal NOLs expiring at various dates through 2032. Because of certain provisions of the Tax Reform Act of 1986 related to change of control, however, we may not get the

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full benefit of these NOLs. If we are limited from using NOLs to offset any of our income, this would increase our taxes owed and reduce our cash for operations. If the Merger is completed, the vast majority of the tax benefits from the use of these NOLs are not expected to be transferrable to the combined company following completion of the Merger.

If we are unable to maintain the listing standards of the NYSE MKT, our common stock may be delisted, which may have a material adverse effect on the liquidity and value of our common stock.

Our common stock is traded on the NYSE MKT. To maintain our listing on the NYSE MKT, we must meet certain financial and liquidity criteria. The market price of our common stock has been and may continue to be subject to significant fluctuation as a result of periodic variations in our revenues and results of operations. If we fail to meet any of the NYSE MKT’s listing standards, we may be delisted. In the event of delisting, trading of our common stock would most likely be conducted in the over the counter market on an electronic bulletin board established for unlisted securities, which could have a material adverse effect on the market liquidity and value of our common stock.

Holders of our common stock may have difficulty in selling those shares.

While our common shares trade on the NYSE MKT, our stock is thinly traded and investors may have difficulty in selling their shares. The low trading volume of our common stock is outside of our control, and may not increase in the near future or, even if it does increase in the future, may not be maintained. In addition, because our common stock trades at a price less than $5.00 per share, brokers effecting transactions in our common stock may be subject to additional customer disclosure and record keeping obligations, including disclosure of the risks associated with low price stocks, stock quote information and broker compensation. Brokers effecting transactions in our common stock may also be subject to additional sales practice requirements under certain Exchange Act rules, including making inquiries into the suitability of investments for each customer or obtaining a prior written agreement for the specific stock purchase. Because of these additional obligations, some brokers will not effect transactions in our common stock.

Our stock price has been volatile.

Quarterly operating results have fluctuated and are likely to continue to fluctuate. The market price of our common stock has been and may continue to be volatile. Factors that are difficult to predict, such as quarterly revenues and operating results, limited trading volumes and overall market performance, may have a significant effect on the price of our common stock. Revenues and operating results have varied considerably in the past from period to period and are likely to vary considerably in the future. We plan product development and other expenses based on anticipated future revenue. If revenue falls below expectations, financial performance is likely to be adversely affected because only small portions of expenses vary with revenue. As a result, quarterly period-to-period comparisons of operating results are not necessarily meaningful and should not be relied upon to predict future performance.

We may not pay any cash dividends on our common stock in the future.

Declaration and payment of any dividend on our common stock is subject to the discretion of our board of directors. The timing and amount of dividend payments will be dependent upon factors such as our earnings, financial condition, cash requirements and availability, and restrictions in our credit facilities. While we paid a special cash dividend in April 2009, we have not paid any dividends since 2009 and the payment of future dividends is not guaranteed or assured. Accordingly, it is likely that investors may have to rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

Provisions of our certificate of incorporation, as amended, and bylaws and Delaware law might discourage, delay or prevent a strategic transaction or change of control and, as a result, depress the trading price of our common stock.

Our certificate of incorporation, as amended (the “Certificate of Incorporation”), and bylaws contain provisions that could discourage, delay or prevent a change in control or changes in our management that our stockholders may deem advantageous. These provisions:

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require super-majority voting to amend some provisions in our Certificate of Incorporation and bylaws;

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establish a staggered board of directors;

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limit the ability of our stockholders to call special meetings of stockholders;

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prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;

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provide that the board of directors is expressly authorized to make, alter or repeal our bylaws; and

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establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

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In addition, we are subject to Section 203 of the Delaware General Corporation Law, which, subject to some exceptions, prohibits “business combinations” between a Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more of a Delaware corporation’s voting stock for a three-year period following the date that the stockholder became an interested stockholder. Section 203 could have the effect of delaying, deferring or preventing a change in control that our stockholders might consider to be in their best interests.

These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take corporate actions other than those you desire.

If research analysts do not continue to publish research about our business or if they issue unfavorable commentary or downgrade our common stock, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that research analysts publish about us and our business. If we do not establish and maintain adequate research coverage or if one or more analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, the price of our common stock could decline. If one or more of the research analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our common stock could decrease, which could cause our stock price or trading volume to decline.

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immediately prior to the Effective Time, with the number of shares subject to, and the exercise price applicable to, such warrants being appropriately adjusted based on the Exchange Ratio. At the Effective Time, all outstanding and unexercised options to purchase Cover-All common stock, whether or not exercisable or vested, will be replaced and substituted for by options to purchase Majesco common stock on the same terms and conditions as were applicable to such options immediately prior to the Effective Time, with the number of shares subject to, and the exercise price applicable to, such options being appropriately adjusted based on the Exchange Ratio. Finally, at the Effective Time, the terms of each RSU that is settleable in shares of Cover-All common stock that is outstanding and unvested prior to the Effective Time and does not fully vest by its terms as of the Effective Time will be adjusted as necessary and replaced and substituted for by a RSU to acquire Majesco common stock on the same terms and conditions as were applicable to such RSU immediately prior to the Effective Time, as adjusted based on the Exchange Ratio.

Background of the Merger

The terms of the Merger and the Merger Agreement are the result of negotiations that took place between executives and board members of Cover-All, and executive and board members of Majesco and Mastek, Majesco’s parent company.

Majesco’s Background

Majesco is currently a privately-held company and was incorporated in California in April 1992. Currently, Majesco is 100% owned (directly or indirectly) by Mastek, a public limited company domiciled in India. Mastek is currently undergoing a de-merger, pursuant to which its insurance-related business will be separated from Mastek’s non-insurance related businesses and all offshore insurance-related operations of Mastek that were not directly owned by Majesco will be contributed to Majesco. In connection with the de-merger, all of Mastek’s equity ownership interest in Majesco (except for the equity stake indirectly held by Mastek through its 100% owned subsidiary, Mastek UK) will be transferred to a newly-formed publicly-traded company in India, called Majesco Limited, which will be spun-off and initially owned by the current shareholders of Mastek, and Mastek will continue to own an indirect minority interest in Majesco through Mastek UK. It is a condition to the closing of the Merger that the Majesco Reorganization be completed prior to the consummation of the Merger. For more information on the Majesco Reorganization, see “Majesco’s Business — Majesco Reorganization.”

Cover-All’s Background

Cover-All was incorporated in Delaware in April 1985 as Warner Computer Systems, Inc. and changed its name to Warner Insurance Services, Inc. in March 1992. In June 1996, Cover-All changed its name to Cover-All Technologies Inc. Cover-All’s common stock is listed on the NYSE MKT and trades under the symbol “COVR.”

History of Events

In February 2013, Cover-All’s board of directors determined to review options to enable Cover-All to reach its potential and maximize stockholder value. At the meeting, Cover-All management reported that strategic investments had been completed to fully replace Cover-All’s legacy policy products, build the new Dev Studio, and to acquire Bluewave Claims and Moore Stephens Business Solutions and other products. Cover-All management informed the board that they believed these investments positioned Cover-All to aspire to potentially be a major player in the P&C technology marketplace. Cover-All management stated, however, that it estimated that a significant investment would be required for Cover-All to become a significant competitor in its market, to expand globally, increase sales/marketing, and complete development of remaining product sets. Management noted that there remained significant execution risks in pursuing a strategy to enhance the company’s competitive position. Cover-All management further noted that it believed Cover-All’s investments to date could make it attractive for merger and acquisition opportunities. Cover-All management stated that Cover-All had many assets including knowledgeable people, loyal customers and a robust policy platform. However, management reiterated that the company’s ability to unlock its potential was constrained by its size, reach (US only), capital structure and lack of capital/resources.

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In May 2013, the board, in consultation with Cover-All management, engaged an advisor to explore possible strategic alternatives on behalf of Cover-All, including the possibility for a strategic or financial investor to invest in or acquire Cover-All. The advisor developed, with management’s assistance, a presentation about Cover-All and its business for the purpose of contacting potential interested parties regarding a possible transaction with Cover-All. From May 2013 to March 2014, the advisor contacted 95 companies regarding their possible interest in a transaction involving Cover-All.

As a result of these contacts, a total of 59 entities expressed interest in receiving additional information. Of these companies, seven provided indications of interest. and entered into non-disclosures agreements to facilitate the exchange of confidential information to allow the preliminary evaluation of a possible business combination. Of these, only three entities provided a letter of interest, including Majesco.

From September 2013 to December 2013, the three entities engaged in due diligence with respect to Cover-All for the purpose of evaluating a possible business combination transaction. During this time, members of Cover-All’s senior management met with members of the management of these entities to give presentations regarding Cover-All and its business and to have preliminary discussions about a potential business combination. Majesco participated in these discussions between September 30, 2013 and the end of November 2013, but determined not to proceed at that time. Ultimately, the discussions with each of these companies were terminated by March 2014, without there being a proposal to Cover-All for a transaction.

In April 2014, the Cover-All board determined to form an Acquisition Committee consisting of Earl Gallegos, Steven Isaac and Manish Shah in order to seek opportunities for improving stockholder value, including possible acquisitions by Cover-All and possible business combinations.

On May 20, 2014, Ketan Mehta, CEO of Majesco, contacted Manish Shah, CEO of Cover-All, to determine if there was any interest in resuming discussions with a view to a possible transaction involving Cover-All. The Acquisition Committee approved communications between Cover-All and Majesco.

On May 21, 2014, Cover-All and Majesco executed a Teaming Agreement, which laid out a framework pursuant to which both parties could partner to pursue certain joint business opportunities on a case by case basis.

On May 27, 2014, representatives of Majesco and members of Cover-All’s senior management and Cover-All’s board of directors discussed by telephone conference Majesco’s interest in a possible transaction. As a result of the conference call, there was scheduled an in-person meeting in Florida on May 29, 2014 to consider the synergies that could be realized as result of a potential combination of Cover-All and Majesco. The meeting on May 29, 2014 was attended by representatives of Cover-All and Majesco. Among the areas discussed were market perception if the two companies merged, as well as the operating results of each company. The participants decided to develop a preliminary summary of potential synergies so that both companies could review and consider further discussions. On June 6, 2014, Nimish Sankalia, on behalf of Majesco, and Manish Shah, on behalf of Cover-All, prepared the initial draft of the synergy document. The final document was shared with both teams over the weekend of June 7 and June 8, 2014. During June 2014, there also were discussions about initiating a due diligence process, and Majesco retained outside counsel to provide legal representation on the transaction.

On July 3 and July 4, 2014, a two-day meeting was held between representatives of Majesco and Cover-All to discuss the vision for a combined company. On July 4, 2014, representatives and senior management of the parties, including members of the Cover-All board of directors, met to discuss a memo prepared by Earl Gallegos as a framework for discussions and the potential for the combined company. The meeting agenda included discussion of positioning of the combined company post-merger, growth potential and plans for further discussions during the following 90 to 180 days. The parties agreed to complete the due diligence process in 90 days. One key objective discussed was to develop a joint three-year strategic vision for the combined company.

On July 8, 2014, Ketan Mehta, Nimish Sankalia and Manish Shah met at Cover-All’s offices to go over due-diligence lists and also start discussing the possible organization structure of the combined company. The parties discussed the existing leadership team structure of Cover-All, roles played and what could be the future potential roles for Cover-All management. There also was discussion of Majesco’s leadership team and of new initiatives being planned by Majesco. There were initial discussions concerning integration

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and branding. Messrs. Mehta, Sankalia and Shah mapped timelines for various function leaders representing each party to meet and discuss due diligence topics. They agreed to schedule one-and-a-half day sessions to work on the three-year profit and loss forecast for the combined company and established July 31 and August 1, 2014 as the dates to meet in New York City.

During July 2014, representatives of Cover-All and Majesco met to conduct due diligence. Representatives of Cover-All involved in the meetings and follow-up discussions included, in addition to executive officers, managers of functions that were being examined. Functions examined included, with respect to Cover-All, products and solutions, delivery of services, and client services and support. A meeting also was held on July 31 and August 1, 2014 between the management of Cover-All and Majesco to discuss the prospective three-year business plan for the combined company.

Through negotiations over the course of several weeks in July and August 2014, both parties agreed to a fixed merger ratio of 16.5% and 83.5% for Cover-All and Majesco, respectively. The rational for determining and negotiating the merger ratio was determined primarily by current revenue, growth outlook, customer base, target marketplace size, R&D investments, cross-selling opportunities and product and services offerings.

From July 2014 to August 2014, the companies negotiated a proposed non-binding memorandum of understanding (“MOU”) regarding the proposed Merger.

On August 8, 2014, a meeting was held to discuss Majesco’s Policy Administration Solution platform(s) including the solution architecture, philosophy, customer successes, market acceptance, current state of readiness of the Policy Administration solutions, the co-existence in the marketplace of both the Majesco and Cover-All Policy Administration solutions, the bridging of technology and architecture differences between the two systems in the future and the creation of positioning messages to the marketplace. This meeting was attended by senior management of Cover-All and Majesco.

On August 15, 2014, a business due diligence meeting between representatives of the two parties was held at Cover-All’s offices.

On August 6, 7, 11 and 20, 2014, Cover-All’s board of directors had several telephonic meetings to discuss progress and next steps, including obtaining a fairness opinion and finalizing the key terms of the MOU.

On August 26, 2014, the companies entered into a non-binding MOU with respect to the proposed Merger. The MOU contemplated the merger of Cover-All with Majesco, with Cover-All stockholders receiving approximately 16.5% of the shares of Majesco, based upon certain factors. The MOU also (1) addressed the board composition and management of the combined company following the merger, (2) set working capital targets as a condition to a possible transaction and (3) stated that the definitive transaction agreement would include a $2.5 million break-up fee for each party. Cover-All agreed that it would not pursue or solicit any offer for the sale of shares or a merger through November 1, 2014.

On September 3, 2014, a conference call was held between the two teams to follow up on the three-year plan and to discuss additions/updates to the plan. The discussion focused on the synergies between Cover-All’s customer accounts and Majesco’s Billing and Claims solutions and services to come-up with a model to determine the potential increase in revenues that could result from the synergies.

On September 4, 2014, Cover-All engaged BVA for the sole purpose of rendering a fairness opinion to its board of directors in connection with the proposed Merger.

On October 13, 2014, BVA submitted to the board of directors of Cover-All a written opinion letter expressing its opinion that, based upon the terms contained in the MOU, the terms of the Merger were fair, from a financial point of view, to Cover-All’s stockholders as of the date of the letter. BVA was not asked to present its opinion orally to Cover-All’s board of directors at that time.

On October 21, 2014, Cover-All and Majesco entered into an amendment to the MOU in order to extend the exclusivity period until December 15, 2014.

On October 28, 2014, Nimish Sankalia and Manish Shah had a teleconference to discuss integration matters and due diligence topics as well as the proposed communication plan and next steps.

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On November 3, 2014, Pepper Hamilton delivered an initial draft of the Merger Agreement to Sills Cummis & Gross P.C. (“Sills Cummis”), Cover-All’s initial outside counsel.

On November 7, 2014, representatives of Majesco and its outside counsel, Pepper Hamilton, and representatives of Cover-All and its outside counsel, Sills Cummis, met telephonically to discuss the Majesco Reorganization, its various components and the status of the transactions necessary to complete the Majesco Reorganization. The parties also discussed the status of Majesco’s efforts to prepare its financial statements in accordance with U.S. GAAP.

On November 7, 2014, Cover-All’s board of directors met telephonically. At this meeting, the board discussed major issues raised by the initial draft of the Merger Agreement and expected timeframe to resolve open issues.

On November 11, 2014, Cover-All’s management provided Majesco’s management with a revised draft of the Merger Agreement. The draft Merger Agreement provided, among other things, that (i) in the event the Merger Agreement was to be terminated, the payment of the termination fee would be the sole and exclusive remedy of the recipient of such fee and no party would be entitled to receive reimbursement for their out-of-pocket expenses incurred in connection with the Merger Agreement; (ii) certain equity awards with respect to Cover-All common stock would be replaced and substituted for similar equity awards with respect to Majesco common stock; (iii) Majesco’s representations and covenants should also apply to companies that become Majesco subsidiaries after the date of the Merger Agreement as a result of the reorganization; and (iv) each party would be required to have a target amount of working capital to be determined as of an agreed upon date and, if there was a shortfall in Cover-All’s target working capital amount, the percentage of shares of the combined entity to be issued to Cover-All’s stockholders would be adjusted downward. In addition to comments to the draft Merger Agreement, Cover-All requested that Majesco provide certain financial information and information about itself, its business, the reorganization and other matters.

On November 12, 2014, representatives of Sills Cummis and representatives of Pepper Hamilton continued to discuss outstanding issues regarding the transaction.

On November 14, 2014, a teleconference was held between senior representatives of the parties to discuss the draft Merger Agreement and provide the updates on the reorganization of Majesco business globally.

On November 14, 2014, Pepper Hamilton delivered to Sills Cummis an initial draft of the Voting Agreement. On November 28, 2014, Cover-All delivered the draft of the Voting Agreement to Russell Cleveland and RENN.

On November 20, 2014, Pepper Hamilton delivered a revised draft of the Merger Agreement to Sills Cummis. The revised draft Merger Agreement provided, among other things, that (i) instead of each party having a target working capital amount, Majesco would take commercially reasonable efforts to take actions, including cash infusions, cash dividends or other distributions, to cause its final working capital to represent 83.5% of the combined working capital of Majesco and Cover-All, and (ii) any warrant with respect to Cover-All common stock not cancelled prior to the effective time would be assumed by Majesco.

On November 21, 2014, representatives of Majesco and Cover-All discussed the status of the draft Merger Agreement and open issues.

On November 22, 2014, Cover-All’s board met telephonically. At this meeting, current status of the draft Merger Agreement, key points of negotiations and overall timeline were discussed.

On November 24, 2014, Pepper Hamilton and Sills Cummis discussed certain aspects of the revised draft Merger Agreement.

On November 25, 2014, Sills Cummis delivered a revised draft of the Merger Agreement to Pepper Hamilton. The draft Merger Agreement requested, among other things, that (i) Majesco deliver to Cover-All Majesco’s financial statements prepared in accordance with GAAP and the key metric reconciliation within five days following completion of such financial statements, and (ii) prior to the Cover-All stockholder approval of the Merger and Merger Agreement, Cover-All would be permitted,

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subject to certain restrictions and Majesco’s rights under the Merger Agreement, to participate in discussions or negotiations with a third party from which the Company received an unsolicited Takeover Proposal or an inquiry or proposal and that Cover-All board believed such third party was intending to make a Takeover Proposal.

On November 26, 2014, representatives of Majesco and Pepper Hamilton and Cover-All and Sills Cummis met telephonically to discuss various open issues regarding the proposed Merger.

On November 27, 2014, Pepper Hamilton delivered a revised draft of the Merger Agreement to Sills Cummis.

From November 28, 2014 until December 8, 2014, the parties and their respective outside legal counsel continued to negotiate the non-financial provisions of the Merger Agreement, as well as the Voting Agreement.

On the afternoon of November 28, 2014, the Cover-All board met telephonically to discuss the status of negotiations with Majesco and to discuss other matters relating to the proposed transaction.

On December 2, 2014, Cover-All contacted BVA and asked BVA to conduct additional analysis to determine if any events or developments that had occurred between October 13, 2014 and December 2, 2014 would result in any changes to its fairness opinion.

On December 4, 2014, Majesco’s board met telephonically. After consideration and discussion of the matters presented, the Majesco board unanimously approved the Merger and Merger Agreement. The shareholders of Majesco executed a written consent in lieu of meeting by which they consented to the Merger Agreement and the Merger on December 12, 2014.

On December 5, 2014, RENN delivered to Cover-All management a revised draft of the Voting Agreement. The draft Voting Agreement provided that, among other things, RENN would not be restricted from selling or transferring its Subject Shares.

On December 12, 2014, the board of directors of Cover-All met telephonically to discuss the Merger and Merger Agreement. At this meeting, Manish Shah summarized the history of the transaction, which included a discussion of the company’s initial decision in May 2013 to seek a transformative transaction for the business. Mr. Shah summarized the results of those initial discussions and then shared his views as to Cover-All’s current financial condition, its prospects and projections and general market conditions. Sills Cummis provided the Cover-All board with a summary of the material terms of the Merger Agreement and advised the board with respect to its fiduciary duties in connection with reviewing, and approving, the terms of the Merger Agreement and the Merger. In addition, after completing additional analysis as requested by Cover-All on December 2, 2014, BVA rendered its opinion orally to Cover-All’s board that the terms of the Merger between Cover-All and Majesco were fair, from a financial point of view, to the common equity, option and restricted stock holders of Cover-All. After consideration and discussion of the matters presented, Cover-All’s board of directors unanimously approved the terms and conditions of the Merger Agreement and the Merger, subject to the delivery by both parties of final disclosure schedules to the Merger Agreement. Subsequently, on December 14, 2014, BVA delivered its written opinion letter expressing its opinion to Cover-All’s board that the terms of the Merger were fair, from a financial point of view, to the common equity, option and restricted stock holders of Cover-All as of December 14, 2014. For more information on the BVA opinion letter, see “— Opinion of BVA to the Cover-All Board of Directors.”

On December 14, 2014, after delivery by both parties of final disclosure schedules to the Merger Agreement, members of senior management of Cover-All and Majesco held a conference call, which was attended by Pepper Hamilton and Sills Cummis, on which the parties confirmed that the Merger Agreement had been approved by the respective board of directors of each party and that the Merger Agreement had been finalized. Shortly after this conference call, the parties executed the Merger Agreement. On December 15, 2014, each company announced the entry into the Merger Agreement in separate press releases.

On February 18, 2015, Cover-All and Majesco entered into an amendment to the Merger Agreement providing, among other things, that from and after the Effective Time, Farid Kazani would be the Chief Financial Officer of the combined company.

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In order to prepare for the filing of this proxy statement/prospectus, on February 9, 2015, BVA delivered a revised and conformed opinion letter dated and effective December 14, 2014 (the “Opinion Letter”) to the Cover-All board of directors. No substantive changes were made to the text of the Opinion Letter in the revised letter, nor were any changes made to the conclusion of BVA as set forth in the Opinion Letter except insofar as the coverage of the opinion of BVA as set forth therein excludes the holders of options and restricted stock of Cover-All.

Recommendations of the Cover-All Board of Directors and its Reasons for the Merger

The Cover-All board of directors, after considering the factors described below, (i) has determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of, Cover-All and its stockholders, (ii) has approved the Merger Agreement, and (iii) recommends that the Cover-All stockholders vote FOR the Cover-All Proposals. The board of directors made its recommendation to the Cover-All stockholders after considering the factors described in this proxy statement/prospectus. The Cover-All board of directors consulted with Cover-All’s senior management in evaluating the Merger. In addition, the Cover-All board of directors considered a number of factors that they believed supported their respective decisions to take the foregoing actions, including, but not limited to, the following:

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the belief that the combination of Cover-All’s and Majesco’s businesses would create more value for the Cover-All stockholders in the long-term than Cover-All could create as a stand-alone business given the challenges in its business and those presented by a volatile economy;

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•

the fact that Cover-All has not managed to create an additional new revenue stream of significance nor does management believe that Cover-All will be able to create an additional new revenue stream of significance in the short-term;

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•

the ability to create long-term value for Cover-All stockholders would require the need for Cover-All to raise additional capital which the Cover-All board believed would be dilutive to its stockholders and impair the value of Cover-All common stock;

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•

the Cover-All board of directors’ consideration of strategic alternatives to the Merger in the form of a potential equity fundraising, a sale of the business or other merger scenarios considered by the Cover-All board in the insurance software and other related industries or continuing to operate Cover-All on a stand-alone basis;

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•

the opportunity for the Cover-All stockholders to participate in the potential future value of the combined company;

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the consideration of Cover-All short- and long-term performance on a stand-alone basis;

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•

the belief that the Merger is more favorable to the Cover-All stockholders than the alternatives to the Merger;

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•

the terms and conditions of the Merger Agreement;

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•

the fairness opinion of BVA;

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the likelihood that the Merger will be completed on a timely basis; and

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the fact that the Exchange Ratio will not fluctuate based upon changes in the price of Cover-All common stock or the value of Majesco capital stock prior to the completion of the Merger, which protects the Cover-All stockholders from any materially negative trends in the price of Cover-All common stock.

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The Cover-All board of directors also considered a number of potentially negative factors in its deliberations concerning the Merger, including:

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the general challenges associated with successfully integrating two companies;

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the failure to integrate successfully the businesses of Cover-All and Majesco in the expected timeframe could adversely affect the combined company’s future results following the completion of the Merger;

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•

the possible volatility, at least in the short term, of the trading price of Cover-All common stock resulting from the public announcement of the Merger;

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•

the announcement and pendency of the Merger could have an adverse effect on Cover-All’s stock price and/or the business, financial condition, results of operations, or business prospects for Cover-All and/or Majesco;

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•

the potential loss of key employees critical to the ongoing success of the combined company’s business;

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the interests of Cover-All directors and executive officers in the Merger, including the matters described under the section entitled “The Merger — Interests of Directors and Executive Officers in the Merger;”

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•

the impact of certain deal protection measures contained in the Merger Agreement on Cover-All, its business and operation, including the restrictions on Cover-All’s ability to solicit better offers;

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•

the risk that conditions to the completion of the Merger will not be satisfied and that the Merger may not be completed in a timely manner or at all;

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•

the ability of Majesco’s current stockholders and board members to significantly influence the combined company’s business following the completion of the Merger;

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•

the ability of Majesco to terminate the Merger Agreement under certain conditions;

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the requirement that Majesco receive approval from the NYSE MKT for the listing of Majesco’s common stock, including the common stock to be issued to stockholders of Cover-All in connection with the Merger; and

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•

the other risks described above under the section entitled “Risk Factors.”

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This discussion of the information and factors considered by the Cover-All board of directors is not intended to be exhaustive but is intended to summarize all material factors considered by the Cover-All board of directors in connection with its approval and recommendation of the Merger and the other related transactions described in this proxy statement/prospectus. In view of the wide variety of factors considered, the Cover-All board of directors has not found it practicable to quantify or otherwise assign relative weights to the specific factors considered. However, the Cover-All board of directors concluded that the potential benefits of the Merger outweighed the potential negative factors and that, overall, the Merger had greater potential benefits for the Cover-All stockholders than other strategic alternatives, including continuing to operate Cover-All as a stand-alone publicly traded company on the NYSE MKT. Therefore, after taking into account all of the factors set forth above, the Cover-All board of directors determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of, Cover-All and its stockholders and that Cover-All should enter into the Merger Agreement and take all actions necessary to complete the Merger.

Opinion of BVA to the Cover-All Board of Directors

On September 4, 2014, the board of directors of Cover-All retained BVA for the sole purpose of rendering a fairness opinion to Cover-All’s board of directors. The board of directors selected BVA to provide a fairness opinion in connection with the MOU between Cover-All and Majesco and the Merger Agreement because of BVA’s expertise in analyzing businesses and their securities. For further information on the qualifications of BVA, see “— Information Regarding BVA.”

BVA was instructed to evaluate the fairness, from a financial point of view, of the terms of a proposed merger, or the Merger, between Cover-All and its prospective merger partner, Majesco, that would entitle holders of Cover-All common stock and restricted stock holders to receive shares in the combined company based on an exchange ratio specified in the MOU. Under the terms of the MOU, the proposed transaction would involve the merger of Cover-All with and into Majesco, with the combined company to be listed on the NYSE MKT as a publicly-traded company and with an Exchange Ratio under which the common stock of the combined company issued in respect of the issued and outstanding common stock of Cover-All and the common stock of the combined company issued or issuable with respect to issued and outstanding

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options, restricted stock units and other equity awards of Cover-All would in the aggregate represent 16.5 percent of the total capitalization on a fully diluted basis of the combined company upon completion of the Merger, subject to certain adjustments, and with Majesco shareholders retaining 83.5 percent of the outstanding common stock of the combined company on a fully diluted basis.

After conducting its analysis, BVA submitted to the board of directors of Cover-All an opinion letter dated October 13, 2014 which stated that, based upon and subject to the factors and assumptions set forth in that opinion letter, the terms of the Merger were fair, from a financial point of view, to the Cover-All’s stockholders as of the date of the letter. BVA was not asked to present its opinion orally to Cover-All’s board of directors at that time.

BVA was subsequently contacted by the Cover-All board of directors on December 2, 2014 and asked to render additional analysis and determine if any events or developments that had occurred since October 13, 2014 would result in any changes to its opinion. BVA was asked to consider the terms of a draft Merger Agreement dated December 8, 2014 (the “Merger Agreement”) for the purposes of its analysis. The terms outlined in the Merger Agreement were substantially similar to those reflected in the MOU with no change in the Exchange Ratio. The analysis prepared in conjunction with the updated analysis was substantially similar to that conducted in BVA’s original analysis for the purpose of preparing the opinion letter dated October 13, 2014.

After completing additional analysis, at a meeting of the board of directors of Cover-All on December 12, 2014, BVA rendered its opinion orally that, subject to the terms of BVA’s engagement letter and its fairness opinion letter issued in connection with the execution of the Merger Agreement dated December 14, 2014 (the “Effective Date”), the terms of the proposed Merger between Cover-All and Majesco were fair, from a financial point of view, to the common equity, option and restricted stock holders of Cover-All as of the Effective Date.

In order to prepare for the filing of this proxy statement/prospectus, on February 9, 2015, BVA delivered a revised and conformed opinion letter dated and effective December 14, 2014, or the Opinion Letter, to the Cover-All board of directors. No substantive changes were made to the text of the Opinion Letter in the revised letter, nor were any changes made to the conclusion of BVA as set forth in the Opinion Letter except insofar as the coverage of the opinion of BVA as set forth therein excludes the holders of options and restricted stock of Cover-All.

The Opinion Letter speaks only as of the effective date of the Opinion Letter and not as of the time the Merger may be completed or any other time. Importantly, the opinion as set forth in the Opinion Letter does not reflect changes that may occur or may have occurred after the date of the letter, which could significantly alter the value, among other things, of Cover-All or that of Majesco, which are factors upon which BVA based its opinion.

The full text of the Opinion Letter, which sets forth, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations of the review undertaken by BVA in rendering its opinion, is incorporated by reference into this proxy statement/prospectus and attached as Annex B. The summary of the Opinion Letter set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion. Cover-All stockholders are urged to read the Opinion Letter carefully and in its entirety. BVA provided its opinion for the information and assistance of the Cover-All board of directors in connection with the consideration of the Merger. The Opinion Letter is not intended and does not constitute a recommendation of the Exchange Ratio or as to how any stockholder of Cover-All should vote with respect to the Merger, the Cover-All Proposals or any other matter.

The summary below does not purport to be a complete description of the analyses performed by BVA in connection with the rendering of its fairness opinion and is qualified in its entirety by reference to the Opinion Letter attached as Annex B to this proxy statement/registration statement. The Opinion Letter will be available for inspection and copying at the principal executive offices of Cover-All during regular business hours by any interested equity security holder of Cover-All or representative who has been so designated in writing.

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BVA’s Opinion Letter and its presentation to the Cover-All board of directors were among many factors taken into consideration by the Cover-All board of directors in approving the Merger Agreement and making its recommendation regarding the Merger.

BVA conducted various procedures, investigations, and financial analyses with respect to the preparation of the Opinion Letter including, but not limited to, the following:

1.

Reviewed a draft dated December 8, 2014 of the proposed Merger Agreement governing the Merger.

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2.

Reviewed SEC filings by Cover-All including: the annual reports on Form 10-K for the fiscal years ended December 31, 2009-2013; the quarterly reports on Form 10-Q covering the six months ended June 30, 2014 and the nine months ended September 30, 2014, respectively; and the financial statements included in such reports and the notes thereto.

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3.

Reviewed Majesco draft unaudited balance sheets and income statements as of and for the fiscal years ended March 31, 2014 and March 31, 2013 and other supporting financial information.

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4.

Discussed the operations, financial conditions, future prospects, projected operations and performance of Cover-All and Majesco, and the strategic rationale for the Merger with members of senior management of Cover-All and Majesco including the following individuals:

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a. Manish D. Shah, President and CEO of Cover-All;
b. Ketan Mehta, President and CEO of Majesco; and
c. Bithindra N. Bhattacharya, Finance Controller of Majesco.

5.

Reviewed a draft dated December 9, 2014 of the Asset Purchase and Sale Agreement by and among Majesco, Agile Technologies, LLC and William K. Freitag, John M. Johansen, and Robert Buhrle;

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6.

Reviewed multi-year financial forecasts provided by the management of Cover-All and Majesco relating to the estimated future earnings of each respective company on a stand-alone basis and on a pro-forma, post-Merger consolidated basis, including forecasts prepared to consider the anticipated transaction between Majesco and Agile. The periods for the financial forecasts were for the fiscal years ending December 31, 2015 – 2017 for Cover-All and for the fiscal years ending March 31, 2015 – 2018 for Majesco on a stand-alone and for the combined company on a pro forma, post-Merger consolidated basis.

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7.

Reviewed various other documents prepared by or for the management of Cover-All including stockholder presentations, a confidential information memorandum prepared for Cover-All for presentation to potential investors or transaction partners dated August 2013, and corporate organizational charts.

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8.

Reviewed third-party analyst reports relating to Cover-All as well as to Majesco’s parent company, Mastek.

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9.

Compared the financial and operating performances of Cover-All and Majesco with publicly available information concerning certain other companies that BVA deemed relevant and reviewed the current and historical market prices of certain publicly traded securities of such other companies.

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10.

Prepared a valuation analysis of Cover-All and Majesco as of the date of the Opinion Letter.

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11.

Reviewed and analyzed the trading activity of Cover-All’s publicly-traded common stock as well as of the publicly traded shares of Majesco’s parent company, Mastek, for the one-month period preceding the date of the Opinion Letter.

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BVA’s opinion as set forth in the Opinion Letter was necessarily based upon economic, monetary, market and other conditions as in effect on, and the information made available to it as of December 14, 2014. BVA has disclaimed any obligation to update, revise or reaffirm its opinion, including with respect to circumstances, developments or events occurring after the rendering of its opinion.

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The estimates contained in BVA’s analyses and the results from any particular analysis are not necessarily indicative of future results or performance of Cover-All, Majesco or the combined company, which may vary significantly from that suggested by such analyses. To the extent that any such estimates on which BVA’s analyses and conclusions are based prove to be untrue in any material respect, the Opinion Letter could be different. In addition, analyses relating to the value of businesses do not necessarily reflect the prices at which businesses or their securities or assets may actually be sold.

BVA has not conducted an independent evaluation or appraisal of the underlying assets or liabilities, including any contingent, derivative or off-balance-sheet assets and liabilities, of Cover-All or of Majesco or any of their respective subsidiaries or otherwise with respect to the combined company, nor has BVA been provided an evaluation or appraisal of such assets.

In arriving at its opinion, multiple analytical methodologies were employed and no one single method of analysis should be regarded as more determinative than any other methodology to the overall conclusion reached by BVA. Each methodology has inherent strengths and weaknesses, and the value of particular techniques is dependent upon the quality of information available and the facts and circumstances of a given situation. Accordingly, reliance on individual components of any analysis, without considering such analysis in its entirety, may result in a misleading or incomplete view of BVA’s evaluation process underlying its opinion.

The conclusion reached by BVA is based on the application of experience and judgment to all analyses and factors considered. BVA’s Opinion Letter was reviewed and approved by its fairness opinion committee. BVA’s opinion relates solely to the fairness, from a financial point of view, to the shareholders of Cover-All of the Exchange Ratio provided in the Merger pursuant to the Merger Agreement.

BVA’s opinion does not address the relative merits of the Merger as compared to any alternative business transaction or strategic alternative that might be available to Cover-All, nor does it address the underlying business decision of Cover-All to engage in the Merger and related transactions. BVA does not express any view on, and its opinion does not address, any other term or aspect of the Merger Agreement or the Merger and transaction documents, including, without limitation, the fairness of the Merger to, or any consideration paid or received in connection therewith by, creditors or other constituencies of Cover-All; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Cover-All or Majesco, or any class of such persons, in connection with the Merger and related transactions, whether relative to the Exchange Ratio provided pursuant to the Merger Agreement or otherwise. BVA has not been asked to consider, and its opinion does not address, the price at which the common stock or any other security of Cover-All and/or the combined company will trade at any time. BVA is not rendering any legal, tax or accounting advice and understands that Cover-All is relying on its legal counsel and accounting and tax advisors as to legal, tax and accounting matters in connection with the Merger and related transactions.

BVA did not express any opinion as to the prices at which shares of the combined company’s common stock or any other security will trade at any time or as to the impact of the proposed Merger on the solvency or viability of Cover-All or Majesco or the ability of Cover-All or Majesco to pay their respective obligations when they come due. BVA’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to it as of, December 14, 2014 and BVA assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after such date.

The following is a summary of the material financial analyses and conclusions presented by BVA to the Cover-All board of directors in connection with rendering the opinion described above. BVA’s analyses and the summary below must be considered as a whole and selecting only portions of its analyses and the factors considered could create a misleading or incomplete view of BVA’s analyses and opinion. The following summary, however, does not purport to be a complete description of the financial analyses performed by BVA, nor does the order of analyses described represent relative importance or weight given to those analyses by BVA. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are, taken alone, not a complete description of BVA’s financial analyses. Except as otherwise noted, the following

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quantitative information, to the extent tent that it is based on market data, is based on market data as it existed on or before December 12, 2014, the last trading day before the public announcement of the Merger Agreement, and is not necessarily indicative of current market conditions.

The estimates of the future performance of Cover-All, Majesco or the combined company underlying BVA’s analyses are not necessarily indicative of future results or values, which may be significantly more or less favorable than those estimates.

Summary of BVA’s Analysis

The discussion below describes the analysis and information on the basis of which the December 14, 2014 Opinion Letter was developed, as that Opinion Letter is the opinion on which Cover-All’s board relied in approving the Merger Agreement and the Merger. While certain of the ratios and calculations performed relating to the original analysis for the opinion which BVA delivered to the Cover-All board of directors in October 2014 may have changed somewhat between the date of that opinion and that of the Opinion Letter, the description of the methodologies employed is applicable to both the October and December opinions.

In order to render its analysis, BVA evaluated the proposed 16.5 to 83.5 Exchange Ratio under the proposed Merger in the context of the relative values of Cover-All and Majesco on both a stand-alone and a pro-forma combined basis. BVA assessed whether (1) when evaluating the companies on a stand-alone, pre-Merger basis, did the proposed Exchange Ratio fairly or favorably reflect the value of Cover-All relative to that of Majesco, and (2) whether post-Merger, the stockholders of Cover-All would receive equal or greater value relative to the value of their shares prior to the Merger. BVA’s analysis therefore included: a valuation analysis of Cover-All on a standalone basis; a valuation analysis of Majesco on a standalone basis; and a valuation analysis of the combined company on a pro-forma, post-Merger basis.

Valuation of Cover-All

BVA utilized three valuation methodologies in determining the value of Cover-All: a public market capitalization analysis; a guideline publicly-traded company analysis; and a discounted cash flow method. In addition, BVA considered but ultimately did not rely upon the guideline transaction method due to lack of relevant and meaningful transactions available for comparison during the time period leading up to the date of BVA’s analysis.

For both the guideline company method and the discounted cash flow method, forward-looking information was utilized in BVA’s analysis. BVA relied on Cover-All management’s forecasts prepared in connection with negotiating the proposed Merger. Cover-All management represented that the forecasted cash flows reflected its expectations for future performance of Cover-All at the Effective Date. While BVA assessed the forecast for reasonableness and risk, BVA did not assist in the development of the forecast.

Market Capitalization Analysis

For the public market capitalization analysis, BVA analyzed trading volumes and stock price behavior. BVA could not conclude that Cover-All’s share price was derived from an efficiently trading market; however, Cover-All’s market capitalization was ultimately given some consideration as a relevant data point in the analysis. Based on closing prices for the month leading up to the date of the analysis, the Cover-All stock price ranged from a low of  $1.08 to a high of  $1.26, which yields a range of market capitalizations from $28.9 million to $33.8 million.

Guideline Company Method

For the guideline company method, BVA considered the peer group designated in Cover-All’s Annual Report on Form 10-K for the year ended December 31, 2013 as well as a 2013 research report with respect to Cover-All published by Singular Research, a supplier of independent single-source research on small to microcap companies to small to medium-sized hedge funds. BVA also conducted an independent search for potential guideline companies and discussed possible comparable companies with Cover-All and Majesco management. As the number of publicly-traded software developers that specifically targeted the insurance

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industry was limited, BVA expanded its search to consider software related companies that operate within the insurance vertical or other niche industries. BVA selected the following list of publicly traded guideline companies (the “guideline companies”) for use in the analysis:

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Blackbaud Inc.

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Ebix Inc.

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Guidewire Software, Inc. (“GWRE”)

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Higher One Holdings, Inc.

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Sapiens International Corporation N.V.

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Solera Holdings Inc.

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—

Tyler Technologies, Inc.

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Importantly, no selected company or group of companies is identical to Cover-All. Accordingly, BVA believed that purely quantitative analyses are not, in isolation, determinative in the context of the Merger and related transactions and that qualitative judgments concerning differences between the financial and operating characteristics and prospects of Cover-All and the guideline companies that could affect the value of Cover-All also are relevant. Based on BVA’s independent review as well as conversations with Cover-All and Majesco management, BVA determined that GWRE is the most direct competitor to Cover-All; however, given GWRE’s strong brand presence, strong growth trajectory and strong market share position (estimated by Cover-All’s management to be four times the market share of GWRE’s closest competitor), the valuation multiples at which GWRE trades would substantially overstate the value if applied to either Cover-All or Majesco.

BVA has noted that, in its experience, in the software development industry, multiples of revenue are the most-commonly considered valuation metric. Differences in profitability due to discretionary investment in research and software development can potentially impact multiples of earnings or other income measures such as earnings before interest, taxes, depreciation and amortization (EBITDA) and, accordingly, indications based on multiples of earnings measures were not relied on in BVA’s analysis. Accordingly, BVA calculated and compared revenue multiples of the publicly traded guideline companies as the basis for the analysis, and applied equal weighting to each of the selected multiples to the corresponding revenue stream.

The revenue estimates for each of the guideline companies used by BVA in its analysis were based on publicly available consensus estimates as reported by S&P Capital IQ Company. A summary of the implied revenue to market value of invested capital (“MVIC”) multiples exhibited by the guideline companies in addition to the multiples selected for the valuation of Cover-All are shown in the table below (1) :

(1)

Multiples for the guideline companies calculated based on closing stock prices as of December 4, 2014. Market price movements occurring between December 4, 2014 and December 12, 2014, the last trading day before the public announcement of the Merger, did not materially impact BVA’s opinion.

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The selected multiple represented a range near the low end of the sample range, which BVA deemed to be reasonable given an analysis of the historical and estimated performance of Cover-All. BVA noted that Cover-All has demonstrated limited growth over the past several years and has been unprofitable in the fiscal years ended December 31, 2012 and 2013.

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Application of the multiples above to Cover-All’s projected revenues for 2014 through 2016 yielded a range of equity values for Cover-All of  $29.5 million and $32.8 million. This value indication includes an estimated total value of Cover-All’s state and federal net operating loss carry forwards, or NOLs, of approximately $3.7 million.

Discounted Cash Flow Method

The discounted cash flow method involved determining the present value of free cash flows that were forecasted to be generated by Cover-All’s operations.

The assumptions utilized for the discounted cash flow method were as follows:

1.

A weighted average cost of capital of 14.75%. This weighted average cost of capital was determined considering market, industry, and company-specific risk associated with the future cash flows.

​

2.

Beyond a discrete five-year cash period, BVA utilized an annuity-in-perpetuity approach to determine the terminal value assuming a long-term growth rate of 3.0 percent. This long-term growth rate was estimated based on the assumption of modest inflation plus a small measure of real growth. The long-term growth rate was below that of expected nominal GDP growth given the limited growth opportunities available to Cover-All on a stand-alone basis without significant investment in upgrading its product suite as well as product marketing and sales effort.

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3.

The long-term growth rate utilized for the annuity-in-perpetuity calculation and the discount rate was each sensitized by fifty basis points to establish a range of value indications under the discounted cash flow method.

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Based on the assumptions above, the equity value indication under the discounted cash flow method ranged from $24.7 million to $26.7 million. As is the case in the guideline company method, this value indication includes an estimated value of Cover-All’s NOLs of  $3.7 million.

BVA noted that at the Effective Date, Cover-All had outstanding options, restricted stock and warrants. These securities were all out-of-the-money based on the Company’s then current stock price with expirations ranging from early 2015 to the third quarter of 2017. Based on application of the Black-Scholes option pricing model, the options and restricted stock had an approximate value of  $100,000 and the warrants had an approximate value of  $270,000. The presence of these securities did not affect BVA’s opinion.

Based on the analyses above, BVA computed the following indications for the aggregate equity values of Cover-All:

Valuation of Majesco

BVA considered the same three methodologies as described above for the valuation of Majesco. BVA’s analysis of Majesco included consideration of the pending Agile Asset Acquisition by Majesco. Agile is a business and technology management consulting firm specializing in the insurance industry. Majesco management believed there were significant synergies between the Agile insurance consulting business and Majesco while acknowledging that there were significant integration risks and that it may take time before the full synergistic benefits of the Agile Asset Acquisition are realized.

As was the case with the valuation of Cover-All, BVA considered forward-looking financial information in the analysis and relied on Majesco’s forecasts prepared in connection with negotiating the Merger. Majesco management represented that the forecasted cash flows reflected its expectations for future

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performance for Majesco at the Effective Date. While BVA assessed the forecast for reasonableness and risk, BVA did not assist in the development of the forecast. The forecast provided by Majesco includes both revenues and expenses resulting from the acquisition and integration of the Agile insurance consulting business into Majesco’s operations.

With respect to the public market capitalization analysis, Majesco, was not publicly-traded as of the Effective Date. Majesco is a subsidiary of Mastek, a publicly-traded corporation traded on the BSE Limited (Bombay Stock Exchange) and the National Stock Exchange of India Limited. As of the Effective Date, Mastek’s market capitalization was approximately $100 million (based upon a closing price on December 12, 2014 of 271.00 Rupees, with 22.380 million shares outstanding, correlating to a market capitalization of  $96,917,700 on the Effective Date assuming an exchange rate of 62.2950 Rupees to USD). BVA noted that other than through its Majesco subsidiary, Mastek operated as an information technology consulting organization. By contrast, Majesco is primarily a software development company. Market participants transacting in Mastek’s stock appeared to be evaluating the company as a traditional service company establishing a price-to-revenue multiple for the stock of approximately 0.5x whereas software development companies trading on U.S. exchanges are trading at higher revenue multiples. Accordingly, BVA determined that the public share price of Mastek did not provide meaningful evidence of the underlying value of Majesco, and accordingly BVA utilized other methodologies to determine the value of Majesco.

Guideline Company Method

With respect to the guideline company method, BVA applied a similar methodology as was performed in the valuation of Cover-All in determining the value indication of Majesco. The same guideline companies that were utilized in the analysis of Cover-All were utilized in BVA’s analysis of Majesco. Majesco is considerably larger than Cover-All with an integrated suite of software products that it can market to the insurance industry. Additionally, Majesco may benefit from synergies associated with the Agile Asset Acquisition. While BVA was still of the opinion that the appropriate market multiples applicable to Majesco were below the lower quartile of the guideline company set, BVA deemed that the multiples applied should be somewhat higher than those applied in the Cover-All analysis. A summary of the implied revenue multiples exhibited by the guideline companies in addition to the multiples selected for the valuation of Majesco are shown in the table below:

Application of the multiples above to Majesco’s projected revenues for 2014 through 2016 yielded a range of equity values of Majesco of  $159.0 million and $182.0 million. This indication of equity value is net of expected acquisition costs of  $8.5 million (which assumes all earn-out payment thresholds are met but not exceeded) that will be paid in connection with the Agile Asset Acquisition. For more information on the Agile Asset Acquisition and expected payments related to the acquisition, see “Majesco’s Business — Agile Asset Acquisition.”

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Discounted Cash Flow Method

BVA also performed a discounted cash flow method to determine an indication of value of Majesco’s aggregate equity.

The assumptions utilized for the discounted cash flow method were as follows:

1.

A weighted average cost of capital of 16.25%. As was the case with the Cover-All cost of capital, this weighted average cost of capital was determined considering market, industry, and company-specific risk associated with the future cash flows. BVA noted the added element of risk associated with the integration of the Agile insurance consulting business and the risk of realization of the forecasted cash flows. Accordingly, the discount rate utilized was higher than that used in the similar Cover-All analysis.

​

2.

As was done in the Cover-All analysis, beyond a discrete five-year cash period, BVA utilized an annuity-in-perpetuity approach to determine the terminal value. An assumed long-term growth rate of 5 percent was utilized, which represents a higher long-term growth rate than was utilized in the Cover-All analysis in acknowledgement of Majesco’s stronger market presence, integrated product suite and greater level of product investment that BVA believed would allow it to grow at a rate above that of Cover-All.

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3.

Consistent with the Cover-All analysis, the long-term growth rate utilized for the annuity-in-perpetuity calculation and the discount rate was each sensitized by fifty basis points to establish a range of value indications under the discounted cash flow method.

​

Based on the assumptions above, the equity value indication under the discounted cash flow method ranged from $138.0 million to $154.0 million. This indicated range is net of the estimated $8.5 million total cost for the Agile Asset Acquisition (which assumes all earn-out payment thresholds are met but not exceeded).

Based on the analyses above, BVA computed the following indications for the aggregate equity values of Majesco:

Valuation of Combined Company

BVA considered the same three methodologies as described above to develop indications of value for the combined company post-merger with additional consideration given to expected synergies to conclude a total equity value to the common stockholders. BVA then considered Cover-All’s percentage of total equity based on the Exchange Ratio and compared this number to BVA’s conclusion of common equity value for Cover-All’s stockholders on a standalone basis. Cover-All and Majesco managements also jointly provided forecasted cash flows for the combined company that included estimated merger synergies. Cover-All and Majesco management represented that the forecasted cash flows reflected their expectations at the Effective Date for future performance for the combined company. While BVA assessed the forecast for reasonableness and risk, BVA did not assist in the development of the forecast.

As there was no publicly-traded security as of the Effective Date for the combined company, a public market capitalization analysis was not applicable in this case. Accordingly, BVA derived indications of value from the guideline company method and the discounted cash flow method.

Guideline Company Method

With respect to the guideline company method, BVA applied a similar methodology as was done in the valuation of Cover-All and Majesco in determining the value indication of the combined company. The combined company will be considerably larger than Cover-All and somewhat larger than pre-Merger Majesco with a broader suite of products and services than either company would have on a stand-alone

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basis. Additionally, the combined company may benefit from synergies associated with the Merger. Offsetting some of these potential benefits, BVA noted that there may be significant integration risk and that it may take longer for the combined company to achieve the benefits that the respective management teams have forecasted. Accordingly, BVA applied the same range of multiples to the forecasted combined company revenue estimates as was used for Majesco. Based on this analysis BVA derived a range of equity values for the combined company of  $204 million and $233 million. This range is net of the $8.5 million acquisition cost that Majesco expects to pay to in connection with the Agile Asset Acquisition (which assumes all earn-out payment thresholds are met but not exceeded). BVA did not add any value for Cover-All’s NOL benefits as the vast majority of these benefits are not expected to be available for application by the combined company post-Merger.

Discounted Cash Flow Method

Utilizing the combined company forecasts as jointly provided by Cover-All and Majesco managements, BVA developed a discounted cash flow method for the combined company. The assumptions utilized for the discounted cash flow method were as follows:

1.

A weighted average cost of capital of 17.25%. In addition to market and industry risk factors, this cost of capital also captures both the integration risk associated with the Agile Asset Acquisition by Majesco and the integration risk associated with combining Cover-All’s and Majesco’s operations.

​

2.

As was done in the Majesco and Cover-All analyses, beyond a discrete five-year cash period, BVA utilized an annuity-in-perpetuity approach to determine the terminal value assuming a long-term growth rate of 5 percent, a rate similar to that utilized in the Majesco analysis.

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3.

As was done in the Majesco and Cover-All analyses, the long-term growth rate utilized for the annuity-in-perpetuity calculation and the discount rate were each sensitized by fifty basis points to establish a range of value indications under the discounted cash flow method.

​

Based on the assumptions above, the equity value indication under the discounted cash flow method ranged from $184.0 million to $202.0 million. This range is net of the $8.5 million total acquisition cost that Majesco expects to pay in connection with the Agile Asset Acquisition (which assumes all earn-out payment thresholds are met but not exceeded). BVA did not add any value for Cover-All’s NOL benefits as the vast majority of these benefits are not expected to be available for application by the combined company post-merger.

Analysis of Fairness

In its analysis of fairness, BVA considered the value indications derived above. BVA made these comparisons in the context of both the relative value of Cover-All and Majesco in comparison to the Exchange Ratio as well as the value to Cover-All stockholders before and after the Merger.

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Relative Value Assessment

Given the proposed Exchange Ratio in the Merger Agreement, the proposed transaction is fair from a financial point of view to Cover-All’s shareholders. Comparing the indications of equity value relative to the Exchange Ratio shows that Cover-All’s indication of equity value is either below or within the range suggested by the Exchange Ratio as shown below:

 

For the public market capitalization analysis, since there was no public market capitalization for Majesco, we compared Cover-All’s public market capitalization to the average of the two other value indications for Majesco.

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Before and After Merger Assessment

Additionally, BVA considered the value held by Cover-All stockholders before and after the proposed Merger. BVA compared the pre-Merger value of 100 percent of the equity in Cover-All to the post-Merger value of 16.5 percent of the combined company as shown in the chart below:

 

As shown in the chart above, the equity value indications for Cover-All on a stand-alone basis under the methodologies employed are within the range of, or are less than the equity value indications for 16.5 percent of the combined company (the value held after the Merger).

Conclusion

Based upon and subject to the analysis summarized above, BVA is of the opinion that as of the Effective Date, the terms of the Merger are fair, from a financial point of view, to the shareholders of the Company.

General Information about the Fairness Opinion and the Merger Agreement

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting only portions of the analyses or of the summary set forth above, without considering each analysis as a whole or all analyses as a whole, could create an incomplete view of the processes underlying BVA’s opinion. In arriving at its fairness determination, BVA considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, BVA made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company used in the above analyses as a comparison is directly comparable to Cover-All, Majesco or the combined company.

BVA prepared these analyses for purposes of providing its opinions to the Cover-All board of directors as delivered in October 2014 and December 2014 as to the fairness from a financial point of view of the merger consideration to the shareholders of Cover-All pursuant to the Merger Agreement. These analyses

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do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon projections of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Cover-All, Majesco, BVA or any other person assumes responsibility if future results are materially different from those forecast.

The Merger consideration was determined through arm’s-length negotiations between Cover-All and Majesco and was approved by the Cover-All board of directors. BVA did not recommend any specific amount of consideration to Cover-All or its board of directors or that any specific amount of consideration constituted the only appropriate consideration for the merger. BVA was not requested to, and did not, solicit indications of interest or proposals from third parties regarding a possible acquisition of all or any part of Cover-All or any alternative transaction. BVA was not requested to nor did it participate in the negotiation of the terms of the Merger or the transactions contemplated thereby, nor was BVA requested to nor did it provide any advice or services in connection with the Merger or the transactions contemplated thereby other than the rendering of its opinions as described above. As described above, BVA’s Opinion Letter was one of many factors taken into consideration by the Cover-All board of directors in making its determination to approve the Merger Agreement.

Information Regarding BVA

Prior to this engagement, BVA had not previously provided financial advisory or other services to Cover-All. BVA may provide financial advisory or other financial services to Cover-All or Majesco or the combined company, or their respective stockholders or affiliates in the future. In connection with such financial advisory or other financial services, BVA may receive compensation. BVA is not an affiliate of Cover-All or Majesco.

BVA, as part of its business valuation practice, is continually engaged in performing financial analyses with respect to businesses and their securities. BVA also provides services in complex commercial litigation regarding damages analysis, valuation disputes, accounting issues, intellectual property infringement, deal process and dynamics, and consulting, as well providing fairness opinions and solvency opinions and advisory services in connection with mergers and acquisitions, bankruptcy, and investigations. BVA is not a member of FINRA.

Pursuant to the terms of the engagement of BVA, Cover-All paid BVA a $75,000 fee upon delivery of its initial opinion dated October 13, 2014. BVA was subsequently paid $20,000 to update its opinion to consider events that occurred between the date of its initial opinion and December 14, 2014.

Cover-All has agreed to reimburse BVA for its reasonably incurred out-of-pocket expenses incurred in connection with the engagement, including fees and disbursements of its legal counsel. Cover-All has also agreed to indemnify BVA, its respective officers, directors, partners, agents, employees and controlling persons for liabilities arising in connection with or as a result of its rendering of services under its engagement, including liabilities under the United States federal securities laws.

Board of Directors and Executive Officers of the Combined Company After the Completion of the Merger

Board of Directors

Upon completion of the Merger, the combined company will have an initial six-member board of directors, comprised of  (i) Arun K. Maheshwari (Executive Chairman), (ii) Earl Gallegos (Vice Chairman), (iii) Ketan Mehta, (iv) Sudhakar Ram, (v) Atul Kanagat and (vi) Steven R. Isaac.

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Interests of Directors and Executive Officers in the Merger

In considering the recommendation of the Cover-All board of directors to vote FOR the Cover-All Proposals, Cover-All stockholders should be aware that the directors and executive officers of Cover-All have interests in the Merger that may be in addition to, or different from, your interests as Cover-All stockholders, which could create conflicts of interest in their determinations to recommend the Merger. You should consider these interests in voting on the Merger. These interests in connection with the Merger relate to or arise from, among other things:

•

the continuing service of each of Earl Gallegos and Steven R. Isaac as directors of the combined company following the completion of the Merger,

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•

the fact that Cover-All’s current President and CEO, Manish D. Shah, is expected to remain as an executive officer and become an executive vice president of the combined company following the completion of the Merger.

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•

the fact that Cover-All’s current CFO, Ann F. Massey, is expected to serve as Senior Vice President of Finance of the combined company, following the completion of the Merger, and

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•

the right to continued indemnification for directors, executive officers and former directors and executive officers of Cover-All following the completion of the Merger.

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The Cover-All board of directors was aware of these potential conflicts of interest during its deliberations on the merits of the Merger and when making its decision regarding the Merger Agreement and the transactions contemplated thereby, including the Merger.

Moreover, in January 2015, the Board of Directors of Cover-All approved additional compensation for its non-employee directors currently serving on the Acquisition Committee of the Board of Directors, Earl Gallegos and Steven Isaac, in compensation for their services as members of the Acquisition Committee. Specifically, the Board of Directors approved payments to each such director of  $50,000, to be paid during the first half of 2015. These payments are subject to such Acquisition Committee member’s continued service as a member of such Acquisition Committee as of the date of the payment.

Ownership Interests

As of            , 2015, the latest practicable date before the printing of this proxy statement/​prospectus, directors and executive officers of Cover-All, together with their respective affiliates, beneficially owned and were entitled to vote           shares of Cover-All common stock, or approximately   % of the shares of Cover-All common stock outstanding on that date. Assuming the Merger had been completed as of such date, all directors and executive officers of Cover-All, together with their respective affiliates, would beneficially own, in the aggregate, approximately    % of the outstanding shares of common stock of the combined company.

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The following table sets forth information as of March 1, 2015, regarding the expected beneficial ownership of the combined company for each person expected to become an executive officer and director of the combined company following completion of the Merger. Percentage of beneficial ownership is calculated based on the Exchange Ratio of 0.21466. Beneficial ownership is determined in accordance with the rules of the SEC, which generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to those securities, and includes shares issuable pursuant to the exercise of stock options or other securities that are exercisable or convertible into shares within 60 days.

(1)

Reflects Exchange Ratio of 0.21466. 227,500 currently out-of-the-money options for shares of Cover-All common stock are scheduled to expire on June 1, 2015. Assuming these options expire unexercised, the Exchange Ratio will be adjusted to 0.21641 shares of the combined company’s common stock for one share of Cover-All common stock.

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(2)

Each of Messrs. Mehta and Ram are promoters of Mastek Limited. See ownership tables on page 206 and 208 for further information.

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Certain executive officers will also be entitled to equity incentive grants pursuant to their employment agreements as further described in “Management of the Combined Company Following the Merger — Executive Compensation: Majesco.”

Each non-employee director of the combined company will also be entitled to receive certain equity awards as director compensation following consummation of the Merger as set forth under “Management of the Combined Company Following the Merger — Director Compensation: Majesco.”

For a more complete discussion of the ownership interests of the directors and executive officers of Cover-All, see the sections entitled “Cover-All Security Ownership of Certain Beneficial Owners and Management” and “Security Ownership of Certain Beneficial Owners and Management of the Combined Company Following the Merger.”

Accelerated Vesting of Stock Options

Upon a change in control (generally defined as the acquisition of 50% of more of  (a) the outstanding securities of Cover-All or (b) the voting securities of Cover-All), the Cover-All incentive stock plan provides that to the extent awards are not assumed by an acquirer, such awards would become fully vested and all options would be exercisable. Any options not exercised would terminate upon the consummation of the change in control. Pursuant to the Merger Agreement, at the effective time of the Merger, all outstanding and unexercised options to purchase Cover-All common stock, whether or not exercisable or vested, will be replaced and substituted for by options to purchase Majesco common stock on the same terms and conditions as were applicable to such options immediately prior to the Effective Time, with the number of shares subject to, and the exercise price applicable to, such options being appropriately adjusted based on the Exchange Ratio.

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Indemnification and Insurance

The Merger Agreement provides that the combined company will continue to indemnify and hold harmless each present and former director or officer of Cover-All or the Cover-All Subsidiary from and after the Effective Time until the sixth anniversary of the Effective Time and for so long thereafter as any claim for indemnification asserted on or prior to such date has not been fully adjudicated. The scope of the indemnification provided under the Merger Agreement is any claim and other loss or liability based directly or indirectly (in whole or in part) on, or arising directly or indirectly (in whole or in part) out of, the fact that such indemnified person is or was a director or officer of Cover-All or the Cover-All Subsidiary and relating to or arising out of any action or omission occurring at or prior to the Effective Time, including in connection with the Merger or any of the transactions contemplated by the Merger Agreement, to the fullest extent allowed by law pursuant to the conditions and requirements set forth in the Merger Agreement.

Directors and officers of Majesco prior to completion of the Merger and directors and officers of the combined company following completion of the Merger are or will be entitled to indemnification rights under the articles of incorporation and bylaws of Majesco or the combined company, as the case may be. In addition, Majesco and the combined company will enter into indemnification agreements (the “Majesco Indemnification Agreement”) with the individuals serving on its board of directors following the completion of the Merger and certain executive officers. Each such indemnification agreement will supplement the indemnification rights under the articles of incorporation and bylaws and provide that, Majesco or the combined company, as applicable, will, to the fullest extent permitted by law, indemnify such directors and officers against any and all expenses and liabilities incurred by each such indemnitee in the course of conduct of Majesco’s or the combined company’s business or the business of any of their affiliates. Majesco will not be liable under the Majesco Indemnification Agreement to make any duplicate payment to any director or officer in respect of any expenses or liabilities to the extent such indemnitee has otherwise received payment under any insurance policy, Majesco’s articles of incorporation or bylaws, other indemnity provisions or otherwise of the amounts which Majesco must otherwise pay under the Majesco Indemnification Agreement. In the event of an indemnification pursuant to the Majesco Indemnification Agreements, Majesco or the combined company, as applicable, may provide for and pay for the costs of the defense against any legal action in respect of liabilities as to which it has indemnified the director or executive officer, and the obligations to indemnify will continue to the extent provided in the indemnification agreement notwithstanding that the director or officer may no longer be a director or officer of Majesco. Further, pursuant to the Majesco Indemnification Agreement, Majesco may maintain directors’ and officers’ liability insurance coverage.

The summary of the Majesco Indemnification Agreement above is qualified in its entirety by reference to the complete Form of Majesco Indemnification Agreement, which is attached as an exhibit to the registration statement of which this proxy statement/prospectus forms a part.

Cover-All has entered into indemnification agreements with the members of its board of directors and certain officers of Cover-All. The indemnification agreements supplement Cover-All’s certificate of incorporation and bylaws and Delaware law in providing certain indemnification and other rights to Cover-All’s directors and certain of its officers. Each indemnification agreement provides, among other things, that Cover-All will indemnify the director or officer to the fullest extent permitted by Delaware law (and to any greater extent that Delaware law may in the future permit) and will reimburse the director or officer for losses incurred in legal proceedings related to his or her service as a director or officer of Cover-All, or his or her service, at Cover-All’s request, in any capacity of another entity or enterprise, and to advance funds to the director or officer to pay expenses as they are incurred. Each indemnification agreement provides procedures for the determination of a director’s or officer’s right to receive indemnification and the advancement of expenses. Subject to the terms of the indemnification agreements, Cover-All’s obligations under the indemnification agreements continue even after a covered director or officer ceases to be a director or officer of Cover-All.

Anticipated Accounting Treatment

U.S. GAAP requires that for each business combination, one of the combining entities shall be identified as the acquirer, and the existence of a controlling financial interest shall be used to identify the acquirer in a business combination. In the Merger, Majesco is the accounting acquirer.

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U.S. Federal Income Tax Treatment of the Merger

Majesco and Cover-All intend the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and have agreed to use commercially reasonable efforts to cause the Merger to qualify as a reorganization and not to take any action that would prevent the Merger from qualifying as a reorganization under Section 368(a) of the Code. Each of Pepper Hamilton, tax counsel to Majesco, and Epstein Becker & Green, tax counsel to Cover-All, will be rendering a written opinion that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, subject to the qualifications and assumptions set forth in such opinions, as a condition to the consummation of the Merger. For a more complete discussion of the material U.S. federal income tax consequences of the Merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger.”

Regulatory Approvals Required for the Merger

As of the date of this proxy statement/prospectus, Cover-All is not required to make filings or to obtain approvals or clearances from any regulatory authorities in the U.S. or other countries to complete the Merger. In the U.S., Majesco must comply with applicable federal and state securities laws and the rules and regulations of the NYSE MKT in connection with the issuance and listing of shares of Majesco common stock and the filing of this proxy statement/prospectus with the SEC. Cover-All must also comply with such securities laws in connection with the filing of this proxy statement/prospectus and the solicitation of proxies from its shareholders. Additionally, Majesco must obtain approval of the High Courts in Mumbai and Gujarat, India for the consummation of the Majesco Reorganization and such consummation is a condition to the completion of the Merger. All such approvals are currently expected to be obtained by May 2015, but neither Cover-All nor Majesco can assure you that such approvals will be obtained by such date, or at all. For a more complete discussion of the Majesco Reorganization and required approvals for the Majesco Reorganization, see the section entitled “Majesco’s Business — Majesco Reorganization.”

Restrictions on Sales of Shares of Majesco Common Stock Received by Cover-All Stockholders in the Merger

The shares of Majesco common stock to be issued to Cover-All stockholders in connection with the Merger will be registered under the Securities Act and will generally be freely transferable, except for shares issued to any Cover-All stockholders who become affiliates of Majesco for purposes of Rule 144, which may be resold or transferred by such affiliates only in transactions permitted by Rule 144 or as otherwise permitted under the Securities Act.

Rule 144 requires the availability of current public information about the issuer, a holding period for shares issued without SEC registration, volume limitations, the filing of notice with the SEC and other restrictions on the manner of sale of the shares. Persons who may be deemed to be “affiliates” under Rule 144 include persons currently holding Cover-All stock who become executive officers, directors or significant shareholders of Majesco.

Appraisal Rights

Under the DGCL, holders of Cover-All common stock will not be entitled to appraisal rights in connection with the Merger or the proposals described in this proxy statement/prospectus.

NYSE MKT Listing of Majesco Common Stock

While Majesco’s capital stock is not currently listed on any securities exchange, Majesco has agreed to use its commercially reasonable efforts to cause the shares of common stock in the combined company to be authorized for listing (subject to official notice of issuance) on the NYSE MKT prior to the completion of the Merger, and such authorization is a condition to Cover-All’s obligation to complete the Merger.

Majesco has filed an initial listing application for listing on the NYSE MKT in connection with the Merger. If such application is approved, Majesco anticipates that its common stock will be listed on the NYSE MKT following the completion of the Merger under the trading symbol “MJCO,” subject to the receipt of the NYSE MKT’s approval and official notice of issuance.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

The following discussion summarizes the anticipated material U.S. federal income tax consequences of the Merger to U.S. holders (as defined below) of Cover-All common stock that exchange their shares of Cover-All common stock for Majesco common stock in the Merger. This summary is based upon the provisions of the Code, Treasury Regulations promulgated thereunder and administrative pronouncements and court decisions, all as in effect on the date of this statement and all of which are subject to change and to differing interpretations, possibly with retroactive effect. Any change could alter the tax consequences to U.S. holders of Cover-All common stock as described in this summary. This summary is not binding on the IRS, and there can be no assurance that the IRS (or a court, in the event of an IRS challenge) will agree with the conclusions stated herein.

This discussion does not address all of the U.S. federal income tax consequences of the Merger that may be relevant to U.S. holders of Cover-All common stock in light of their particular circumstances and does not apply to stockholders that are subject to special treatment under U.S. federal income tax laws, including, without limitation:

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dealers, brokers and traders in securities or currencies, including traders that elect mark-to-market treatment;

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individuals who are not citizens or residents of the U.S., including U.S. expatriates;

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corporations (or other entities taxable as corporations for U.S. federal income tax purposes) created or organized outside of the U.S.;

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tax-exempt entities;

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financial institutions, mutual funds, regulated investment companies, real estate investment trusts or insurance companies;

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partnerships, limited liability companies that are not treated as corporations for U.S. federal income tax purposes, subchapter S corporations and other pass-through entities and investors in such entities;

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estates or trusts;

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holders who are subject to the alternative minimum tax provisions of the Code;

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holders who acquired their shares in connection with stock option or stock purchase plans or in other compensatory transactions;

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holders who hold their shares through a pension plan or other qualified retirement plan;

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holders who hold their shares as part of an integrated investment such as a hedge or as part of a hedging, straddle or other risk reduction strategy (including a straddle, constructive sale or conversion transaction);

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holders who do not hold their shares as capital assets within the meaning of Section 1221 of the Code; or

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holders who have a functional currency other than the U.S. dollar.

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In addition, the following discussion does not address:

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the tax consequences of the Merger under any U.S. federal non-income tax laws or under state, local or foreign tax laws;

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tax reporting requirements applicable to the Merger;

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the tax consequences of the Merger arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010;

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the tax consequences of transactions effectuated before, after or at the same time as the Merger, whether or not they are in connection with the Merger, including, without limitation, transactions in which shares of Majesco capital stock or Cover-All capital stock are acquired;

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the tax consequences to holders of options, warrants, or restricted stock units issued by Cover-All that are assumed, replaced, cashed out, exercised or converted, as the case may be, in connection with the Merger;

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the tax consequences to holders exercising dissenters’ rights, if any;

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the tax consequences of the receipt of common stock of Majesco other than in exchange for shares of Cover-All common stock pursuant to the Merger; or

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the tax consequences of the ownership or disposition of common stock of Majesco acquired in the Merger.

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The U.S. federal income tax consequences to a partner in an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes and that holds Cover-All common stock generally will depend on the status of the partner and the activities of the partnership. Partners in a partnership holding Cover-All common stock should consult their own tax advisors.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Cover-All common stock that is for U.S. federal income tax purposes (i) an individual citizen or resident of the United States, (ii) a corporation, or entity treated as a corporation, organized in or under the laws of the United States or any state thereof or the District of Columbia, (iii) a trust if  (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) a trust that has made a valid election to be treated as a U.S. person for U.S. federal income tax purposes or (iv) an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source.

Cover-All stockholders are advised and expected to consult their own tax advisors regarding the U.S. federal income tax consequences of the Merger in light of their particular circumstances and the consequences of the Merger under U.S. federal non-income tax laws and state, local and foreign tax laws.

Material U.S. Federal Income Tax Consequences of the Merger

The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Each of Pepper Hamilton, tax counsel to Majesco, and Epstein Becker & Green, tax counsel to Cover-All, will be rendering a written opinion that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, subject to the qualifications and assumptions set forth in such opinions, as a condition to the consummation of the Merger. Cover-All and Majesco have agreed to use commercially reasonable efforts to cause the Merger to qualify as a “reorganization” and not to take any action reasonably likely to cause the Merger not to so qualify as a reorganization under Section 368(a) of the Code. Neither Cover-All nor Majesco presently intends to waive these conditions.

The opinions of counsel will rely on certain assumptions as well as representations made by Cover-All and Majesco, including factual representations and certifications contained in officers’ certificates to be delivered at closing, and will assume that those representations are true, correct and complete, without regard to any knowledge limitation. If any of these representations or assumptions are inconsistent with the actual facts, the opinions could become invalid as a result, and the U.S. federal income tax treatment of the Merger could be adversely affected. An opinion of counsel represents counsel’s best legal judgment and is not binding on the IRS or any court. No ruling has been, or will be, sought from the IRS as to the tax consequences of the Merger. Based upon the assumptions, representations, qualifications, and certifications referred to above, all of which must continue to be true and accurate as of the completion of the Merger, it is the opinion of Pepper Hamilton LLP, tax counsel to Majesco, and Epstein Becker & Green, tax counsel to Cover-All, that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and that the material U.S. federal income tax consequences of the Merger to U.S. holders of Cover-All common stock that exchange their shares of Cover-All common stock for Majesco common stock in the Merger are as described in this section.

The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code. Accordingly, each U.S. holder of Cover-All common stock will not recognize gain or loss upon the exchange of Cover-All common stock for Majesco common stock in the Merger. The aggregate tax basis of the common stock of Majesco received by a U.S. holder of Cover-All common stock in the Merger will be

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equal to the aggregate tax basis of the shares of Cover-All common stock surrendered in exchange therefor, and the holding period of the common stock of Majesco so received will include the holding period of the shares of Cover-All common stock surrendered in exchange therefor.

Neither Cover-All nor Majesco has requested, or intends to request, a ruling from the IRS with respect to the tax consequences of the Merger, and there can be no assurance that the companies’ position would be sustained if challenged by the IRS. Accordingly, if there is a final determination that the Merger does not qualify as a reorganization under Section 368(a) of the Code and is taxable for U.S. federal income tax purposes, a U.S. holder of Cover-All common stock generally would recognize taxable gain or loss on its receipt of Majesco common stock in the Merger equal to the difference between such stockholder’s adjusted tax basis in its shares of Cover-All common stock and the fair market value of the common stock of Majesco received in exchange therefor.

U.S. holders of Cover-All common stock that receive Majesco common stock in exchange therefor in the Merger may be subject to information reporting in connection with the Merger, including with respect to the tax basis of the shares of Majesco common stock received.

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Certificates of Merger, is referred to the “Effective Time”). The Merger will become effective at the Effective Time. Because the completion of the Merger is subject to the satisfaction of other conditions, Cover-All and Majesco cannot predict the exact time at which the Merger will become effective.

Certificate of Incorporation; Bylaws; Directors and Officers

At the Effective Time, the Articles of Incorporation of Majesco as amended and restated will be the Articles of Incorporation of the surviving corporation. At the Effective Time, the Bylaws of Majesco as amended and restated will be the Bylaws of the surviving corporation.

From and after the Effective Time, the Board of Directors of the combined company will consist of: (i) Arun Maheshwari (Executive Chairman), (ii) Earl Gallegos (Vice Chairman), (iii) Ketan Mehta, (iv) Sudhakar Ram, (v) Atul Kanagat and (vi) Steve R. Isaac. The officers of the combined company will include: (i) Ketan Mehta (President and Chief Executive Officer), (ii) Farid Kazani (Chief Financial Officer and Treasurer), (iii) Manish Shah (Executive Vice President), (iv) Chad Hersh (Executive Vice President), (v) Prateek Kumar (Executive Vice President), (vi) Lori Stanley (General Counsel and Corporate Secretary) and (vii) Ann F. Massey (Senior Vice President of Finance).

Merger Consideration

Each share of Cover-All common stock issued and outstanding immediately prior to the Effective Time (other than shares held by Cover-All or any of its subsidiaries, which will be cancelled without further consideration) will be cancelled and extinguished and automatically converted into the right to receive 0.21466 fully paid and non-assessable shares of Majesco common stock based on the Exchange Ratio, subject to adjustment. 227,500 currently out-of-the-money options for shares of Cover-All common stock are scheduled to expire on June 1, 2015. Assuming these options expire unexercised, the Exchange Ratio will be adjusted to 0.21641 shares of the combined company’s common stock for one share of Cover-All common stock.

The Exchange Ratio will also be adjusted as necessary to reflect appropriately the effect of any forward or reverse stock split, stock dividend (including any dividend or distribution of convertible securities), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Cover-All common stock occurring on or after the date of the Merger Agreement and prior to the Effective Time.

Each share of Cover-All common stock that is owned by Cover-All or its wholly-owned subsidiary will no longer be outstanding and will automatically be cancelled and retired and will cease to exist, and no Majesco common stock or other consideration will be delivered or deliverable in exchange for such shares.

No fraction of a share of Majesco common stock will be issued by virtue of the Merger. Instead, each holder of Cover-All common stock who would otherwise be entitled to a fraction of a share of Majesco common stock will be automatically converted into the right to receive one full additional share of Majesco common stock.

At the Effective Time, all options to purchase Cover-All common stock then outstanding under the Amended and Restated 2005 Stock Incentive Plan (the “Cover-All Option Plan”) will be treated as set forth under “— Interim Covenants — Equity-Based Awards” below.

At the Effective Time, all outstanding warrants will be treated as set forth under “— Interim Covenants — Warrants” below.

Exchange of Cover-All Stock Certificates

As soon as reasonably practicable after the Effective Time, but not later than the third business day after the Closing Date, Majesco (or its designee) will send to each holder of record of outstanding shares of Cover-All common stock, whose shares are converted according to the Merger Agreement (the “Shares”) into the right to receive shares of Majesco common stock, a letter of transmittal and instructions for use in surrendering the certificates representing the Shares (the “Certificates”) to Majesco (or its designee) for the applicable portion of the Merger consideration. Upon surrender to Majesco (or its designee) of a properly completed letter of transmittal, a holder of shares of Cover-All capital stock will be entitled to receive the applicable portion of the Merger consideration.

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In the event of a transfer of ownership of Cover-All common stock which is not registered in the transfer records of Cover-All, a certificate representing that number of whole shares of Majesco common stock may be issued to a transferee if the certificate representing such Cover-All common stock is presented to Majesco or its designee accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid.

Notwithstanding anything to the contrary contained in the Merger Agreement, any holder of Shares converted pursuant to the Merger Agreement into the right to receive shares of Majesco common stock that are held in book-entry form (“Book-Entry Shares”) will not be required to deliver a Certificate or an executed letter of transmittal to Majesco (or its designee) to receive the Majesco common stock that such holder is entitled to receive according to the Merger Agreement. In lieu thereof, each holder of record of one or more Book-Entry Shares will automatically upon the Effective Time be entitled to receive, and Majesco (or its designee) will deliver as promptly as practicable after the Effective Time, that number of whole shares of Majesco common stock (which will be in book-entry form unless a certificate is requested), which such holder has the right to receive according to the Merger Agreement, and the surrendered Book-Entry Shares will be cancelled.

No dividends or other distributions declared or made after the Effective Time with respect to Majesco common stock with a record date on or after the Effective Time will be paid to the holder of any un-surrendered Shares with respect to the shares of Majesco common stock represented by the un-surrendered Shares until the holder of record of such Shares surrenders such Shares. Subject to the effect of all applicable domestic or foreign statutes, laws, rules, regulations or ordinances (each a “Law”), following surrender of any such Shares (including Shares represented by Certificates), there will be paid to the record holder of whole shares of Majesco common stock issued in exchange for such Shares, without interest, (i) at the time of such surrender, the amount of dividends or other distributions, if any, with a record date on or after the Effective Time which, up to then, became payable, but which were not paid by reason of the immediately preceding sentence, with respect to such whole shares of Majesco common stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Majesco common stock.

All shares of Majesco common stock issued upon the surrender for exchange of Shares (including Shares represented by Certificates) in accordance with the terms of the Merger Agreement will be deemed to have been issued at the Effective Time in full satisfaction of all rights pertaining to such Shares. From and after the Effective Time, the stock transfer books of Cover-All will be closed and there will be no further registration of transfers on the stock transfer books of Majesco of the shares of Cover-All common stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Shares (including Shares represented by Certificates) are presented to Majesco for any reason, they will be cancelled and exchanged.

Any portion of the Exchange Reserve which remains undistributed to the stockholders of Cover-All for twelve (12) months after the Effective Time will be delivered to Majesco, upon demand, and any stockholders of Cover-All who have not, up to then, complied with the exchange procedures will from then on look only to Majesco (subject to abandoned property, escheat and other similar Laws) as general creditors for payment of their claim for Majesco common stock and any dividends or distributions with respect to such Majesco common stock. Majesco will not be liable to any holder of shares of Cover-All common stock for shares of Majesco common stock (or dividends or distributions with respect thereto) or cash delivered to a public official according to any applicable abandoned property, escheat or similar Law.

Majesco will be entitled to deduct and withhold from the consideration otherwise payable according to the Merger Agreement to any holder of shares of Cover-All common stock, including any holder of outstanding options the to purchase Cover-All common stock under the Cover-All Option Plan who exercises such options in connection with the Merger, such amounts as Majesco is required to deduct and withhold pursuant to the applicable rules under the Code, or any provision of state, local or foreign tax Law. To the extent that amounts are withheld by Majesco, such withheld amounts will be treated for all purposes of the Merger Agreement as having been paid to the holder of the shares of Cover-All common stock in respect of which such deduction and withholding was made by Majesco.

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Representations and Warranties

The Merger Agreement contains certain representations and warranties of Cover-All and certain representations and warranties of Majesco relating to their respective businesses. These representations and warranties have been made solely for the benefit of the other party, and such representations and warranties should not be relied on by any other person. In addition, such representations and warranties:

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have been further qualified by information contained in disclosure letters that Cover-All and Majesco exchanged in connection with the Merger Agreement;

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will not survive completion of the Merger or the termination of the Merger Agreement;

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are in certain cases subject to materiality standards described in the Merger Agreement which may differ from what may be viewed as material by you; and

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are in certain cases, qualified by the knowledge of Cover-All or Majesco, as applicable, in making such representations and warranties.

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Cover-All has made representations and warranties relating to, among other things:

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organization and qualification; subsidiaries;

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capitalization;

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authority;

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no conflict; required filings and consents;

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SEC filings; internal controls; procedures;

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compliance; permits;

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no undisclosed liabilities;

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absence of certain changes or events;

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absence of litigation;

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labor matters and employee benefits;

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title to property;

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taxes;

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environmental matters;

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intellectual property;

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material agreements;

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customers and suppliers;

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related party transactions;

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accounts receivable;

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insurance;

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opinion of financial advisor; and

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that Cover-All is not restricted by Section 203 of the DGCL.

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Majesco has made representations and warranties relating to, among other things:

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organization and qualification; subsidiaries;

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capitalization;

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no conflict; required filings and consents;

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compliance; permits;

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no undisclosed liabilities;

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absence of certain changes or events;

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absence of litigation;

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labor matters and employee benefits;

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title to property;

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taxes;

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environmental matters;

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intellectual property;

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material agreements;

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customers and suppliers;

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accounts receivable;

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insurance;

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financial statements;

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the Majesco Reorganization; and

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related party transactions.

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Material Adverse Effect

Several of the representations, warranties, covenants and closing conditions contained in the Merger Agreement refer to the concept of  “Material Adverse Effect,” defined separately for Majesco and Cover-All.

Cover-All Material Adverse Effect

For purposes of the Merger Agreement, a “Cover-All Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (i) the business, results of operations, condition (financial or otherwise), or assets of Cover-All and the Cover-All Subsidiary, taken as a whole, or (ii) the ability of Cover-All to consummate the transactions contemplated by the Merger Agreement on a timely basis. Provided, however, that, for the purposes of clause (i) of the previous sentence, a Cover-All Material Adverse Effect will not be deemed to include events, occurrences, facts, conditions or changes arising out of, relating to or resulting from:

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changes generally affecting the economy, financial or securities markets;

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the announcement of the transactions contemplated by the Merger Agreement, including the impact thereof on the relationships, contractual or otherwise of Cover-All or the Cover-All Subsidiary with employees, customers, suppliers or partners;

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any outbreak or escalation of war or any act of terrorism or natural disasters (including hurricanes, tornadoes, floods or earthquakes);

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changes (including changes of applicable Law) or general conditions in the industry in which Cover-All and the Cover-All Subsidiary operate;

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changes in U.S. GAAP (or authoritative interpretations of GAAP);

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any Cover-All Transaction Legal Action (as defined in the Merger Agreement), to the extent relating to the negotiations between the parties and the terms and conditions of the Merger Agreement; and

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compliance with the terms of, or the taking of any action required by, the Merger Agreement;

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But, any event, change and effect regarding (a) changes generally affecting the economy, financial or securities markets, (b) any outbreak or escalation of war or any act of terrorism or natural disasters (including hurricanes, tornadoes, floods or earthquakes), or (c) changes (including changes of applicable Law) or general conditions in the industry in which Cover-All and the Cover-All Subsidiary operate will be taken into account in determining whether a Cover-All Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such event, change or effect has a disproportionate effect on Cover-All and the Cover-All Subsidiary, taken as a whole, compared to other participants in the industries in which Cover-All and the Cover-All Subsidiary conduct their respective businesses.

Majesco Material Adverse Effect

For purposes of the Merger Agreement, a “Majesco Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (i) the business, results of operations, condition (financial or otherwise), or assets of Majesco, its subsidiaries and the Contributed Assets (as defined below), taken as a whole, or (ii) the ability of Majesco to consummate the transactions contemplated by the Merger Agreement on a timely basis. Provided, however, that, for the purposes of clause (i), a Majesco Material Adverse Effect will not be deemed to include events, occurrences, facts, conditions or changes arising out of, relating to or resulting from:

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changes generally affecting the economy, financial or securities markets;

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the announcement of the transactions contemplated by the Merger Agreement, including the impact thereof on the relationships, contractual or otherwise of Majesco or any of its subsidiaries or the businesses contributed to it in the Majesco Reorganization (together, the “Contributed Assets”) with employees, customers, suppliers or partners;

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any outbreak or escalation of war or any act of terrorism or natural disasters (including hurricanes, tornadoes, floods or earthquakes);

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changes (including changes of applicable Law) or general conditions in the industry in which Majesco, its subsidiaries or the Contributed Assets operate;

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changes in U.S. GAAP (or authoritative interpretations of GAAP); and

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compliance with the terms of, or the taking of any action required by, the Merger Agreement.

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But any event, change and effect referred to in clauses regarding (a) changes generally affecting the economy, financial or securities markets, (b) any outbreak or escalation of war or any act of terrorism or natural disasters (including hurricanes, tornadoes, floods or earthquakes), or (c) changes (including changes of applicable Law) or general conditions in the industry in which Majesco, its subsidiaries or the Contributed Assets operate will be taken into account in determining whether a Majesco Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such event, change or effect has a disproportionate effect on Majesco, its subsidiaries and the Contributed Assets, taken as a whole, compared to other participants in the industries in which Majesco, its subsidiaries or the Contributed Assets conduct their businesses.

Interim Covenants

The Merger Agreement provides that, at all times from and after the date of the Merger Agreement until the Effective Time, Cover-All and Majesco and their respective subsidiaries will conduct their respective businesses only in, and none of the parties and their respective subsidiaries will take any action except in, the ordinary course consistent with past practice. In addition, Cover-All and Majesco will use all commercially reasonable efforts to:

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preserve intact in all material respects their respective present business organizations and reputation;

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keep available the services of their respective key officers and employees;

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maintain their respective assets and properties in good working order and condition, ordinary wear and tear excepted;

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maintain insurance on their respective tangible personal property and businesses in such amounts and against such risks and losses as are currently in effect; and

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preserve their respective relationships with customers and suppliers and others having significant business dealings with them and to comply in all material respects with all applicable laws.

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Except as necessary to effectuate the Merger and the Majesco Reorganization, neither Cover-All, Majesco nor their respective subsidiaries will, unless expressly provided for in the Merger Agreement or as set forth in the relevant disclosure letter supplied by Majesco:

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amend or propose to amend their organizational documents;

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declare, set aside or pay any dividends on or make other distributions in respect of any of its capital stock;

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split, combine, reclassify or take similar action regarding any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock;

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adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

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directly or indirectly redeem, repurchase or otherwise acquire any shares of its capital stock or any options with respect to such capital stock;

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issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of its capital stock or any options or other equity incentives with respect thereto (other than issuances in connection with options or warrants outstanding on the date of the Merger Agreement and in accordance with their present terms);

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acquire (by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner) any business or any other Person or otherwise acquire or agree to acquire any material assets, except, with respect to Majesco, for acquisitions for a total consideration not exceeding $10 million;

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other than in the ordinary course of business consistent with past practice and of assets which are not, individually or in the aggregate, material to their business, sell, lease, transfer, license, pledge, grant any security interest in or otherwise dispose of or encumber any of its material assets or properties;

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except to the extent required by applicable Law, U.S. GAAP or Contracts existing on the date of the Merger Agreement, permit any material change in (A) any pricing, marketing, purchasing, investment, accounting, financial reporting, inventory, credit, allowance or Tax practice or policy or (B) any method of calculating any bad debt, contingency or other reserve for accounting, financial reporting or Tax purposes;

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except to the extent required by applicable Law or Contracts existing on the date of the Merger Agreement, make any material Tax election or settle or compromise any material Tax liability with any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (each, a “Governmental Entity” and, collectively, “Governmental Entities”);

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incur any indebtedness for borrowed money, or guarantee any such indebtedness, in each case, other than in the ordinary course of business consistent with past practice and other than indebtedness incurred by Majesco for acquisition financing in an amount not exceeding $10 million;

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voluntarily purchase, cancel, prepay or otherwise provide for a complete or partial discharge in advance of a scheduled repayment date with respect to, or waive any right under, any indebtedness for borrowed money in excess of  $500,000, in each case, other than in the ordinary course of its business consistent with past practice;

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enter into, adopt, amend in any material respect (except as may be required by applicable Law) or terminate any Cover-All benefit plan or Majesco benefit plan, or increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any Cover-All benefit plan or Majesco benefit plan in effect as of the date of the Merger Agreement, except for annual salary increases in the ordinary course of business consistent with past practices;

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enter into any material agreement, or amend, modify or otherwise terminate any such agreement;

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make any capital expenditures or commitments for additions to property or equipment constituting capital assets in an aggregate amount exceeding $1 million for Majesco or $250,000 for Cover-All;

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make any material change in the lines of business in which it participates or is engaged;

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institute, settle or compromise any claim, action, suit, arbitration, proceeding or governmental investigation or proceeding (“Legal Actions”) pending or threatened before any arbitrator, court or other Governmental Entity involving the payment of monetary damages of any amount exceeding $250,000 in the aggregate; provided that neither party nor their subsidiaries will settle or agree to settle any Legal Action which settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on their respective business; or

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enter into any Contract, commitment or arrangement to do or engage in any of the foregoing.

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Majesco covenants that, pending consummation of the Majesco Reorganization, it will cause its affiliates to comply with the covenants with respect to the Contributed Assets.

Nothing contained in the Merger Agreement will give to either Cover-All or Majesco or their respective subsidiaries, directly or indirectly, rights to control or direct the operation of the other party or such other party’s subsidiaries prior to the Closing Date. Prior to the Closing Date, Cover-All and Majesco will exercise, and shall cause their respective subsidiaries to exercise, consistent with the terms and conditions of the Merger Agreement, complete control and supervision of their own respective operations.

Each party will promptly advise the other, orally and in writing, of any change or event, which could have, a Cover-All Material Adverse Effect or a Majesco Material Adverse Effect, as applicable; provided that no party will be required to make any disclosure to the extent such disclosure would constitute a violation of any applicable Law. No notice given will have any effect on the representations, warranties, covenants or agreements contained in the Merger Agreement for purposes of determining satisfaction of any condition contained in the Merger Agreement.

Each of Majesco and Cover-All will notify the other of, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance, as soon as practical after it becomes known to such party, that causes or will cause any covenant or agreement of such party under the Merger Agreement to be breached in any material respect or that renders or will render untrue any representation or warranty of such party contained in the Merger Agreement in any material respect. Each of Majesco and Cover-All also will notify the other in writing of, and will use all commercially reasonable efforts to cure, before the Closing, any material violation or breach, as soon as practical after it becomes known to such party, of any representation, warranty, covenant or agreement made by such party. No notice given will have any effect on the representations, warranties, covenants or agreements contained in the Merger Agreement for purposes of determining satisfaction of any condition contained in the Merger Agreement.

Subject to the terms and conditions of the Merger Agreement, each of Majesco and Cover-All will take or cause to be taken all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each condition to the other’s obligations contained in the Merger Agreement and to

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consummate and make effective the transactions contemplated by the Merger Agreement, and neither Majesco nor Cover-All will, nor will either permit any of its respective subsidiaries to, take or fail to take any action that could be reasonably expected to result in the nonfulfillment of any such condition.

No Solicitation

Cover-All and the Cover-All Subsidiary will not:

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directly or indirectly, solicit, initiate or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal (defined below) or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal;

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encourage, solicit, initiate, induce, conduct or engage or participate in, any discussions or negotiations with, disclose any non-public information relating to Cover-All or any Subsidiary to, afford access to the business or records of Cover-All or the Cover-All Subsidiary to, or knowingly assist, participate in, facilitate or encourage any effort by, any third party that is seeking to make, or has made, any Takeover Proposal;

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amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Cover-All or the Cover-All Subsidiary or approve any transaction under, or any third party becoming an “interested stockholder” under Section 203 of the DGCL (other than Majesco);

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enter into any binding or non-binding agreement in principle, letter of intent, term sheet, acquisition agreement, Merger Agreement, option agreement, joint venture agreement, partnership agreement or other Contract relating to any Takeover Proposal (each, a “Cover-All Acquisition Agreement”); or

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grant approval pursuant to any “moratorium”, “control share acquisition”, “business combination”, “fair price”, or other form of anti-takeover law, including Section 203 of the DGCL to any Person (other than Majesco).

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“Takeover Proposal” means a proposal or offer, or indication of interest in making a proposal or offer, from any Person (other than Majesco) relating to any:

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direct or indirect acquisition of equity or assets of Cover-All or the Cover-All Subsidiary equal to twenty-five percent (25%) or more of the fair market value of Cover-All’s consolidated assets or to which twenty-five percent (25%) or more of Cover-All’s net revenues or net income on a consolidated basis are attributable;

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direct or indirect acquisition of twenty-five percent (25%) or more of the voting equity interests of Cover-All;

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tender offer or exchange offer that if consummated would result in any Person beneficially owning (within the meaning of Section 13(d) of the Exchange Act) twenty-five percent (25%) or more of the voting equity interests of Cover-All;

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merger, consolidation, other business combination or similar transaction involving Cover-All or the Cover-All Subsidiary, pursuant to which the holders of Cover-All’s shares immediately prior to such transaction own, in the aggregate, less than eight-five percent (85%) of the outstanding voting power of the surviving or resulting entity in such transaction immediately after the consummation thereof, provided that the consummation of the transactions contemplated by such proposal or offer are conditioned on the termination of the Merger Agreement; or

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liquidation or dissolution (or the adoption of a plan of liquidation or dissolution) of Cover-All or the declaration or payment of an extraordinary dividend (whether in cash or other property) by Cover-All.

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105

Subject to certain exceptions, neither the Board of Directors of Cover-All (the “Cover-All Board”) nor any committee of the Cover-All Board will:

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fail to make, withdraw, amend, modify or materially qualify, in a manner adverse to Majesco, the unanimous (i) approval of the Merger Agreement and the transactions contemplated by it, subject to stockholder approval, (ii) determination that the Merger is fair to and in the best interests of the stockholders of Cover-All, and (iii) recommendation that the stockholders of Cover-All approve and adopt the Merger Agreement and approve the Merger (collectively, the “Cover-All Board Recommendation”);

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recommend a Takeover Proposal;

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fail to recommend against acceptance of any tender offer or exchange offer for the shares of Cover-All common stock within ten (10) business days after the commencement of such offer;

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make any public statement inconsistent with the Cover-All Board Recommendation; or

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resolve or agree to take any of the foregoing actions (any of the foregoing, a “Cover-All Adverse Recommendation Change”).

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Cover-All and the Cover-All Subsidiary will cease immediately and cause to be terminated, and will not authorize or permit any of its directors, officers, employees, legal, investment banking and financial advisors, accountants and any other agents and representatives (“Representatives”) to continue, any and all existing activities, discussions or negotiations with any third party conducted prior to the date of the Merger Agreement about any Takeover Proposal and will use its commercially reasonable efforts to cause any such third party (or its agents or advisors) in possession of non-public information regarding Cover-All or the Cover-All Subsidiary that was furnished by or on behalf of Cover-All and the Cover-All Subsidiary to return or destroy (and confirm destruction of) all such information.

Prior to the receipt of the affirmative vote of the holders of a majority of the shares of the outstanding Cover-All common stock in accordance with the DGCL and the Cover-All Certificate of Incorporation and Bylaws (the “Cover-All Stockholders’ Approval”), the Cover-All Board, directly or indirectly through any Representative, may:

i)

participate in negotiations or discussions with any third party from which Cover-All received an unsolicited Takeover Proposal that the Cover-All Board believes in good faith could constitute or result in a Superior Proposal;

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ii)