Exhibit 2.2



EXECUTION VERSION



AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF
MERGER



This AMENDMENT NO. 1 TO AGREEMENT AND PLAN
OF MERGER is made and entered into as of February 18, 2015 (this “Amendment”), by and between Majesco, a California
corporation (“MM”), and Cover-All Technologies Inc., a Delaware corporation (the “Company”).



WHEREAS, the parties hereto are parties to
that certain Agreement and Plan of Merger, dated December 14, 2014 (the “Merger Agreement”);



WHEREAS, all capitalized terms not defined
herein shall have the meanings specified in the Merger Agreement; and



WHEREAS, the parties to the Merger Agreement
desire to amend certain provisions thereof.



NOW, THEREFORE, in consideration of the foregoing
premises, the mutual covenants, promises and representations set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and accepted, the parties hereto agree as follows:



1.   Amendments to Merger
Agreement



(a)   Section 1.5(b) of the Merger
Agreement is hereby amended and restated in its entirety as follows:



“Officers.   From
and after the Effective Time, the Officers of the Surviving Corporation shall consist of:



|Ketan Mehta     |  | President and Chief Executive Officer;  
|--------------- |  | ----------------------------------------
|Farid L. Kazani |  | Chief Financial Officer and Treasurer;  
|Edward Ossie    |  | Chief Operating Officer;                
|Manish D. Shah  |  | Executive Vice President;               
|Chad Hersh      |  | Executive Vice President;               
|William Freitag |  | Executive Vice President;               
|Prateek Kumar   |  | Executive Vice President;               
|Lori Stanley    |  | General Counsel and Corporate Secretary;
|Ann F. Massey   |  | Senior Vice President of Finance;       



each of such officers to hold their respective
office at the discretion of the Board of Directors of the Surviving Corporation.”



(b)   Section 5.24 of the Merger
Agreement is hereby amended and restated in its entirety as follows:



“Accounting Adjustment.   Following
receipt of the Company Stockholders’ Approval, completion of the MM Reorganization and obtaining confirmation from the NYSE
MKT of the Exchange Listing and provided MM is not in breach or violation of the terms of this Agreement at such time, upon the
consummation of the Merger, the Company may take a one-time charge (the “One-Time Charge”) to expense in its
accounts for (x) the unamortized portion of the capitalized software amount and (y) the deferred tax assets, in each case, in its
balance sheet.”



(c)   Exhibit C to the Merger
Agreement is hereby amended and restated in its entirety in the form attached as Annex A hereto.



(d)   Exhibit D to the Merger
Agreement is hereby amended and restated in its entirety in the form attached as Annex B hereto.











2.   Representations and
Warranties of the Company.   The Company represents and warrants to MM as of the date hereof as follows:



The Company has all necessary corporate power
and authority to execute and deliver this Amendment and to perform its obligations hereunder and, subject to obtaining the Company
Stockholders’ Approval, to consummate the transactions contemplated hereby and by the Merger Agreement. The execution and
delivery of this Amendment by the Company and the consummation by the Company of the transactions contemplated hereby and by the
Merger Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company and no other
corporate proceedings on the part of the Company are necessary to authorize this Amendment or to consummate the transactions so
contemplated (other than, with respect to the Merger, the Company Stockholders’ Approval). This Amendment has been duly and
validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by MM, constitutes the
legal and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject
to (i) the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting
the enforcement of creditor’s rights generally, and (ii) general equitable principles (whether considered in a proceeding
in equity or at law).



3.   Representations and
Warranties of MM:   MM Represents and warrants to the Company as follows:



MM has all necessary corporate power and authority
to execute and deliver this Amendment and to perform its obligations hereunder and under the Merger Agreement. The execution and
delivery of this Amendment by MM and the consummation by MM of the transactions contemplated hereby and by the Merger Agreement
have been duly and validly authorized by all necessary corporate action on the part of MM and no other corporate proceedings on
the part of MM are necessary to authorize this Amendment or to consummate the transactions so contemplated. This Amendment has
been duly and validly executed and delivered by MM and, assuming the due authorization, execution and delivery by the Company,
constitutes the legal and binding obligation of MM, enforceable against MM in accordance with its terms, subject to (i) the
effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement
of creditor’s rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at
law).



4.   General Provisions.



(a)   Effectiveness.   The
amendments set forth herein shall be effective immediately on the date hereof.



(b)   Counterparts.   This
Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood
that all parties need not sign the same counterpart.



(c)   Governing Law.   This
Amendment, and all claims or causes of action (whether at law, in contract or in tort) that may be based upon, arise out of or
relate to this Amendment or the negotiation, execution or performance hereof, shall be governed by and construed in accordance
with the Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the
State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State
of Delaware.



(d)   Interpretation.   For
the avoidance of doubt, from and after the date of this Amendment, references in the Merger Agreement to the “Agreement”
or any provision thereof shall be deemed to refer to the Merger Agreement or such provision as amended hereby unless the context
otherwise requires and references in the Merger Agreement to the “date hereof” or the “date of this Agreement”
shall be deemed to refer to December 14, 2014. References in this Amendment to the “date hereof” refer to February
18, 2015.



(e)   Except as specifically
amended by this Amendment, all other provisions of the Merger Agreement shall be in full force and effect.



[Signature page follows]



2







IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be executed by their respective officers duly authorized thereunto, as of the date first written above.



| | MAJESCO                    
| | ---------------------------
| |                            
| | By:                        
| |                            
| |                            
| |                            
| | COVER-ALL TECHNOLOGIES INC.
| |                            
| | By:                        
| |                            
| |                            



| | ACCEPTED, ACKNOWLEDGED, AGREED AND CONSENTED TO BY:
| | ---------------------------------------------------
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[Signature Page to Amendment No. 1 to Merger
Agreement]











Annex A



Amended and Restated Exhibit C to Merger Agreement