With that, lets move forward with questions and answers. Operator, please open
the call for questions.
FORWARD-LOOKING STATEMENTS
Certain statements in this communication regarding the
proposed merger of Cover-All with and into Majesco, including any statements regarding the expected timetable for completing the transaction, benefits and
synergies of the transaction, future opportunities for the combined company and products, and any other statements regarding Majescos and Cover-Alls
future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are
forward-looking statements made within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements are often, but not always, made through the use of words or phrases such
as may, believe, anticipate, could, should, intend, plan, will,
aim(s), can, would, expect(s), estimate(s), project(s), forecast(s),
positioned, approximately, potential, goal, pro forma, strategy, outlook and
similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that
could cause actual results to differ materially from the results expressed or implied in this communication. These statements are based on managements
current expectations and/or beliefs and assumptions that management considers reasonable, which assumptions may or may not prove correct.
Among the key factors that could cause actual results to
differ materially from those expressed or implied in the forward-looking statements are the following: (i) the expected timeframe for completing the merger
described herein (the Merger) and the transactions contemplated thereby; (ii) the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement described herein (the Merger Agreement); (iii) the risk that one or more of the
conditions to closing of the Merger may not be satisfied, including, without limitation, the effectiveness of the registration statement to be filed with the
Securities and Exchange Commission (the SEC), the approval of the Merger by Cover-Alls stockholders, the consummation of the reorganization of
Majesco or regulatory approvals necessary for such reorganization or the listing of the combined companys common stock on the NYSE MKT; (iv) the risk of
disruptions to current plans and operations, increased operating costs and the potential difficulties in maintaining customer, supplier, employee, operational
and strategic relationships as a result of the announcement and consummation of the Merger or otherwise; (v) adverse results in any legal proceedings that may
be instituted against Cover-All, Majesco, their respective affiliates or others following announcement of the Merger Agreement and transactions contemplated
thereby; (vi) the risk that unexpected costs will be incurred in connection with the Merger; (vii) the risk that the projected value creation and efficiencies
from the Merger will not be realized, or will not be realized within the anticipated time period; (viii) Majescos ability to promptly, efficiently and
effectively integrate Cover-Alls operations into those of the combined company; (ix) the lack of a public market for shares of Majescos
common stock and the possibility that a market for such shares may not develop; (x) working capital needs; (xi) continued compliance with government
regulations; (xii) labor practices; (xiii) the combined companys ability to achieve increased market acceptance for its product and service offerings and
penetrate new markets; and (xiv) the possibility that Cover-All or Majesco may be adversely affected by other economic, business and/or competitive factors,
including rapidly changing customer preferences and trends.
Additional information concerning these and other factors
can be found in Cover-Alls filings with the SEC, including Cover-Alls most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K and in the Registration Statement on Form S-4 to be filed by Majesco in connection with the proposed transaction. Readers are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Cover-All and Majesco are under no
obligation to, and expressly disclaim any obligation to, update or alter any forward-looking statements, whether as a result of new information, future events,
changes in assumptions or otherwise, except as required by applicable law.
With the completion of the above transactions, Majesco
will have an estimated revenue base of over $100 million for its fiscal year ended March 31, 2015 (on an annualized pro forma basis to give effect to its
reorganization, the merger with Cover-All and Majescos acquisition of Agile Technologies insurance business, based on annualized revenues for
Cover-All and Agile for their fiscal year ended December 31, 2014).
Any annualized, pro forma or estimated numbers contained
in this communication are used for illustrative purposes only and are not necessarily indicative of the financial condition or results of operations of future
periods or the financial condition or results of operations that actually would have been realized had the entities been combined during the periods presented.
ADDITIONAL INFORMATION AND WHERE YOU CAN FIND IT
In connection with the proposed transaction between
Cover-All and Majesco, Cover-All and Majesco intend to file relevant materials with the SEC, including a Registration Statement on Form S-4 to be filed by
Majesco that will include a proxy statement of Cover-All that also constitutes a prospectus of Majesco, and a definitive proxy statement/prospectus will be
mailed to Cover-Alls stockholders when it becomes available. Cover-All and Majesco will each also file other documents regarding the proposed
transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT COVER-ALL, MAJESCO AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and
the proxy statement/prospectus (when they become available) and other documents filed with the SEC (when they become available) by Majesco or Cover-All through
the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Cover-All will be available free of charge on
Cover-Alls website at http://www.cover-all.com/ or by contacting Ann Massey, Chief Financial Officer, Cover-All Technologies Inc., at 412 Mt. Kemble
Avenue, Suite 110C, Morristown, New Jersey 07960 or by e-mail at amassey@cover-all.com. Copies of documents filed with the SEC by Majesco will also be
available free of charge on Majescos website at http://www.Majesco.com/ or by contacting Lori Stanley, General Counsel, Majesco, at 5 Penn Plaza, 14th
Floor, New York, NY 10001 or by e-mail at lori.stanley@majesco.com.
PARTICIPANTS IN SOLICITATION
This communication is not a solicitation of a proxy from
any investor or security holder. However, Cover-All, Majesco, their respective directors and certain of their respective executive officers may be deemed
participants in the solicitation of proxies in connection with the proposed transaction under the rules of the SEC. Information about the directors and
executive officers of Cover-All is set forth in its Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on March 28,
2014, and its proxy statement for its 2014 annual meeting of stockholders, which was filed with the SEC on April 30, 2014. These documents can be obtained
free of charge from the respective sources indicated above. ADDITIONAL INFORMATION REGARDING THE PARTICIPANTS IN THE PROXY SOLICITATIONS, INCLUDING
COVER-ALLS AND MAJESCOS DIRECTORS AND EXECUTIVE OFFICERS, AND A MORE COMPLETE DESCRIPTION OF THEIR DIRECT AND INDIRECT INTERESTS IN THE PROPOSED
TRANSACTION, BY SECURITY HOLDINGS OR OTHERWISE, WILL BE CONTAINED IN THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT MATERIALS TO BE FILED BY COVER-ALL AND
MAJESCO WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE.
NON-SOLICITATION
This communication does not constitute an offer to sell or
the solicitation of an offer to sell or the solicitation of an offer to buy any securities of Majesco or Cover-All, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or as
otherwise permitted under the Securities Act or the rules promulgated thereunder. This communication does not constitute the solicitation of any vote or
approval.