Submission of Matters to a Vote of Security Holders.

(a)-(b)

On June 7, 2012, Cover-All Technologies Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders elected a class of two directors, Mr. John W. Roblin and Mr. Stephen M. Mulready, to serve for a term of three years and until their successors are duly elected and qualified. In addition, the stockholders ratified the appointment of MSPC as the Company's independent auditors for the fiscal year ending December 31, 2012.

The Company had 25,857,730 shares of its Common Stock, par value $0.01 per share ("Common Stock") outstanding as of April 24, 2012, the record date for the Annual Meeting. At the Annual Meeting, holders of a total of 22,457,226 shares of Common Stock, or approximately 86.85% of the shares of Common Stock entitled to vote, were present in person or represented by proxy, constituting a quorum.
The following sets forth information regarding the results of the voting at the Annual Meeting:

Proposal 1 - Election of a Class of Two Directors

Director Votes For Votes Withheld Broker Non-Votes John W. Roblin 11,335,445 190,375 10,931,406 Stephen M. Mulready 11,357,751 168,069 10,931,406

Proposal 2 - Ratification of the Appointment of MSPC as Independent Auditors

Votes For Votes Against Abstentions Broker Non-Votes 22,310,071 121,563 25,592 0

[signature on following page]

---