Majesco (NasdaqGM:MJCO) entered into a letter of intent to acquire InsPro Technologies Corporation (OTCPK:ITCC) from a group of sellers for approximately $12 million on August 21, 2019. Majesco entered into a merger agreement to acquire InsPro Technologies Corporation from a group of sellers on January 30, 2020. The consideration will be payable in cash and is subject to adjustments including for cash and certain debt of InsPro Technologies Corporation. Because the amount of consideration is substantially less than the aggregate minimum liquidation preferences of the series C preferred stock and series B preferred stock, all merger consideration will be paid to the holders of those series of preferred stock. In particular, the holders of InsPro's common stock, par value $0.001 per share and series A convertible preferred stock, par value $0.001 per share, will not receive any consideration in the merger. Pursuant to the agreement, The Co-Investment Fund II, L.P. and Independence Blue Cross entered into a voting agreement with Majesco. Pursuant to the voting agreement, The Co-Investment Fund II, L.P. and Independence Blue Cross agreed to vote their shares of InsPro's common stock, series A preferred stock, series B preferred stock and series C preferred stock, in each case, in favor of, among other things, the adoption of the agreement and the consummation of the merger and the other transactions contemplated by the agreement. Majesco intends to finance the total consideration in the transaction through available cash. Upon the closing of the merger, InsPro Technologies Corporation will become a direct wholly-owned subsidiary of Majesco.

The agreement may be terminated at any time prior to the closing by mutual written consent of Majesco and InsPro upon the occurrence or non-occurrence of certain events, or if the closing does not occur by April 30, 2020. If InsPro terminates the agreement in connection with a superior proposal or Majesco terminates the agreement in connection with InsPro's Board recommendation change, InsPro shall pay to Majesco a termination fee equal to $0.72 million in cash. The transaction is subject to customary closing conditions, including stockholder approval of InsPro Technologies Corporation and Majesco. The agreement has been unanimously approved by the Board of Majesco and Inspro. The Merger is not subject to a financing condition. The transaction is expected to close in April 2020. Nomura Securities International, Inc. acted as financial advisor as well as fairness opinion provider and James W. McKenzie of Morgan, Lewis & Bockius LLP acted as legal advisor for InsPro Technologies Corporation. Needham & Company, LLC acted as financial advisor and Valérie Demont, Michael Chan, Dmitriy Chelnitsky, Judith Fiorini, Dan Yannuzzi and Sean Kirby of Sheppard, Mullin, Richter & Hampton LLP acted as legal advisor for Majesco. Broadridge Financial Solutions, Inc. acted as information agent for InsPro Technologies. InsPro agreed to pay a fee of $9,800 to Broadridge. InsPro has agreed to pay Nomura for its financial advisory services an aggregate fee of $1.5 million, of which $0.5 million was payable upon issuance of Nomura's opinion.