SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

InsPro Technologies Corporation

(Name of Issuer)

Common Stock, $.001 par value per share

(Title of Class of Securities)

45778T 101

(CUSIP Number)

Gregory E. Deavens

Chief Financial Officer

Independence Health Group, Inc.

1901 Market Street

Philadelphia, PA 19103

(215) 241-2900

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 30, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 45778T 101				13D	Page 2 of 6 Pages
1.	NAMES OF REPORTING PERSONS Independence Health Group, Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 50,000,000
		8.	SHARED VOTING POWER --
		9.	SOLE DISPOSITIVE POWER 50,000,000
		10.	SHARED DISPOSITIVE POWER --
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000,000
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.5%
14.	TYPE OF REPORTING PERSON (see instructions) CO, HC

CUSIP No. 45778T 101				13D	Page 3 of 6 Pages
1.	NAMES OF REPORTING PERSONS AmeriHealth, Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 50,000,000
		8.	SHARED VOTING POWER --
		9.	SOLE DISPOSITIVE POWER 50,000,000
		10.	SHARED DISPOSITIVE POWER --
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000,000
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.5%
14.	TYPE OF REPORTING PERSON (see instructions) CO, HC

CUSIP No. 45778T 101				13D	Page 4 of 6 Pages
1.	NAMES OF REPORTING PERSONS Independence Blue Cross, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) WC, OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 50,000,000
		8.	SHARED VOTING POWER --
		9.	SOLE DISPOSITIVE POWER 50,000,000
		10.	SHARED DISPOSITIVE POWER --
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000,000
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.5%
14.	TYPE OF REPORTING PERSON (see instructions) OO

CUSIP No. 45778T 101 13D Page 5 of 6 Pages

Explanatory Note:

This Amendment No. 7 to Schedule 13D is being filed by the Reporting Persons (as defined below) to report a voting agreement with respect to securities of InsPro Technologies Corporation (the "Issuer"), beneficially owned by certain of the Reporting Persons. The voting agreement is not a purchase or sale of securities of the Issuer and has no effect on the overall number of securities of the Issuer beneficially owned in the aggregate by the Reporting Persons. This Amendment No. 7 refers only to information that has materially changed since the filing by the Reporting Persons of Amendment No. 6 to Schedule 13D with the Securities and Exchange Commission on November 30, 2017 and updates information regarding the Reporting Persons' (i) beneficially owned shares of common stock (the “Shares”) of the Issuer and (ii) directors, managers and executive officers.

Item 2. Identity and Background.

This Schedule 13D is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"):

(i)	Independence Health Group, Inc. ("IHG").
(ii)	AmeriHealth, Inc. ("AmeriHealth"), a wholly-owned subsidiary of IHG.
(iii)	Independence Blue Cross, LLC ("IBC LLC"), a wholly-owned subsidiary of AmeriHealth.

Item 2 of this Schedule 13D is hereby supplemented with the information set forth on Attachment A.

Item 3. Source and Amount of Funds or Other Consideration

The voting agreement is not a purchase or sales of securities of the Issuer by the Reporting Persons and the Reporting Persons continue to beneficially own, in the aggregate, the same number of securities of the Issuer as beneficially owned prior to entering into the voting agreement.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented to add the following:

Voting Agreement

On January 30, 2020, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Majesco, a California corporation (“Parent”), and Majesco Merger Sub, Inc., a Delaware corporation (“Merger Sub”), pursuant to which, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Issuer, with the Issuer surviving such merger as a wholly owned subsidiary of Parent (the “Merger”).

Concurrently with the execution of the Merger Agreement, IBC LLC entered into a voting agreement (the “Voting Agreement”) with Parent and Merger Sub, dated January 30, 2020, pursuant to which, among other things and subject to the terms and conditions of the Voting Agreement, IBC LLC has agreed at every meeting of the shareholders of the Issuer called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of the Issuer with respect to any of the following matters, IBC LLC will, or will cause the holder of record on any applicable record date to (including via proxy), vote 100% of the common stock and Series B Convertible Preferred Stock, and any common stock, Series B Convertible Preferred Stock or other capital stock of the Issuer it acquires prior to the expiration date of the Voting Agreement (collectively, the “Voting Shares”), owned beneficially or of record by IBC LLC, (i) in favor of the adoption of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement and (ii) against (a) any Acquisition Proposal (as defined in the Merger Agreement) or any action which is a component of any Acquisition Proposal, (b) the adoption of any transaction agreement related to an Acquisition Proposal, (c) any other action that would in any manner (1) prevent, impede, frustrate or nullify any provision of the Merger Agreement, (2) amend the Charter Documents (as defined in the Merger Agreement) of the Issuer or change the voting rights of any class of capital stock of the Issuer or (3) otherwise interfere with or delay the Merger or the other transactions contemplated by the Merger Agreement.

In the event of a Company Board Recommendation Change (as defined in the Merger Agreement) relating to a Superior Proposal (as defined in the Merger Agreement) made in compliance with the Merger Agreement, solely in connection with a vote that is subject to subpart (i) of the second paragraph under Voting Agreement above: (i) the number of Voting Shares shall be modified without any further notice or any action by the Issuer or IBC LLC to be only such number that is equal to thirty-three percent (33%) of each of the total number of outstanding shares of each class of stock constituting the Voting Shares (the “Lock-Up Subject Shares”), such that IBC LLC shall only be obligated to vote the Lock-Up Subject Shares in the manner set forth in subpart (i) of second paragraph under Voting Agreement above; and (ii) IBC LLC, in its sole discretion, shall be free to vote or cause to be voted, in person or by proxy, all of the remaining shares in excess of the Lock-Up Subject Shares in any manner they may choose. IBC LLC also irrevocably and unconditionally waived, and agreed not to exercise, assert or perfect, any rights of dissent and appraisal under Section 262 of the Delaware General Corporation Law to the extent IBC LLC is entitled to such rights under such Section 262.

Pursuant to the terms of the Voting Agreement, IBC LLC has agreed not to directly or indirectly (i) sell, assign, transfer, dispose of, pledge or otherwise subject to a Lien (as defined in the Merger Agreement), any of the Voting Shares, (ii) deposit any of the Voting Shares in a voting trust or enter into a voting agreement or other arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with the Voting Agreement, (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer, disposition, pledge or other Lien of any Voting Shares, (iv) take any action that would make any representation or warranty of IBC LLC contained in the Voting Agreement untrue or incorrect in any material respect or have the effect of preventing or disabling IBC LLC from performing its obligations thereunder or (v) otherwise agree to do any of the foregoing clauses (i) through (iv); provided, however, IBC LLC may transfer the Voting Shares in connection with any charitable giving, so long as any such Voting Shares and the record or beneficial owner continue to be bound after such transfer or distribution in all respects by the terms of the Voting Agreement.

The Voting Agreement will terminate upon the earlier of (i) the effective time of the Merger and (ii) the termination of the Merger Agreement in accordance with its terms. 

A copy of the Voting Agreement is filed as Exhibit 99.1 hereto. The description of the Voting Agreement included in this Schedule 13D/A is qualified in its entirety by reference to the filed exhibit.

Expiration of Warrants

A previously-reported Warrant of the Issuer held by IBC LLC, originally issued on August 14, 2014 (for the purchase of 30,000 shares of Series B Convertible Preferred Stock) expired in accordance with its terms on May 22, 2019. IBC LLC and, through their ownership relationship with IBC LLC, AmeriHealth and IHG, accordingly experienced a decrease of 30,000 shares of Series B Convertible Preferred Stock (representing 600,000 Shares) beneficially owned. The Reporting Persons did not previously report this decrease because it did not constitute a material change in the facts set forth in this Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 of this Schedule 13D is hereby amended and restated as follows:

(a) IBC LLC owns 2,500,000 shares of Series B Convertible Preferred Stock of the Issuer, which are convertible into 50,000,000 shares of Common Stock. IBC LLC and, through their ownership relationship with IBC LLC, AmeriHealth and IHG, may each be deemed to beneficially own 50,000,000 shares of Common Stock of the Issuer (or approximately 54.5% of the shares of Common Stock outstanding and deemed outstanding for purposes of this filing).

The beneficial ownership percentage provided herein is based on shares of the Issuer's Common Stock outstanding on November 12, 2019, as set forth in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019. The foregoing also reflects the expiration of the Warrant as explained in Item 4 of this Schedule 13D, which is incorporated herein by reference.

(b) See rows (7) through (10) of the cover pages for IBC LLC, AmeriHealth and IHG at the beginning of this Schedule 13D, which are incorporated herein by reference.

(c) Except as described in Item 4 above, no Reporting Person nor, to the knowledge of the Reporting Persons, any executive officer, or Director or Manager (as applicable) of the Reporting Persons, effected any transaction in the Issuer's securities during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

Reference is made to the Voting Agreement defined and described in Item 4.

Item 7. Material to be filed as Exhibits

Item 7 is hereby supplemented to add the following:

Ex. 99.1 Voting Agreement, dated January 30, 2020, by and among Majesco, Merger Sub and IBC LLC.

CUSIP No. 45778T 101 13D

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
	INDEPENDENCE BLUE CROSS, LLC
	AMERIHEALTH, INC.
	INDEPENDENCE HEALTH GROUP, INC.
	/s/ Gregory E. Deavens
	Gregory E. Deavens
	Executive Vice President, Chief Financial Officer, and Treasurer
	January 31, 2020

Attachment A

Board of Directors of IHG

The following is a list of the members of the Board of Directors of Independence Health Group, Inc. ("IHG"), setting forth their residence or business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted (the headquarters address of IBC LLC is listed for certain retired directors). All directors listed are citizens of the United States.

Name	Position with IHG	Present Principal Occupation	Address/ Principal Business
Charles P. Pizzi	Director, Chairman of the Board	Retired	8601 Thomas Mill Terrace Philadelphia, PA 19128
Joseph A. Frick	Director, Vice Chairman of the Board	Senior Advisor	Diversified Search One Commerce Square 2005 Market Street, St. 3300 Philadelphia, PA 19103 (executive search firm)
Daniel J. Hilferty	Director, CEO, Vice Chairman of the Board	CEO	Independence Health Group 1901 Market Street Philadelphia, PA 19103 (health insurance)
Thomas A. Leonard, Esq.	Director, Vice Chairman of the Board	Partner/Chairman	Obermayer, Rebmann, Maxwell & Hippel Centre Square West 1500 Market Street, Suite 3400 Philadelphia, PA 19102 (law firm)
Robert W. Bogle	Director	President	The Philadelphia Tribune 520-26 South 16th Street Philadelphia, PA 19146 (newspaper)
Yvette D. Bright	Director	Retired	739 Westview Street Philadelphia, PA 19119
A. Bruce Crawley	Director	Principal	Millennium3 Management Inc. 726-28 Market Street, Suite 805 Philadelphia, PA 19106 (public relations consulting services)
Nicholas DeBenedictis	Director	Chairman Emeritus	Aqua America, Inc. 762 Lancaster Ave. Bryn Mawr, PA 19010 (water and wastewater services)
Pasquale T. Deon	Director	Chairman	Southeastern Pennsylvania Transportation Authority c/o 526 Oxford Valley Road P.O. Box 5 Fairless Hills, PA 19030 (transportation)
Patrick J. Eiding	Director	President	Philadelphia AFL-CIO 22 S. 22nd Street - 2nd Floor Philadelphia, PA 19103 (labor organization)
Patrick B. Gillespie	Director	Retired	c/o Independence Health Group Attn: Corporate Secretary, 43rd Floor 1901 Market Street Philadelphia, PA 19103

Nicholas A. Giordano	Director	Retired	1755 Governor's Way Blue Bell, PA 19422
John Griffin	Director	Executive Director, Private Wealth Advisor	Morgan Stanley c/o 30 Fox Ridge Drive Malvern, PA 19355 (financial services)
Anne F. Kelly King	Director	Chief of Staff	Philadelphia City Council 332 City Hall Philadelphia, PA 19107 (city government)
Andrew L. Lewis, IV	Director	Consultant	356 Exeter Road Haverford, PA 19041 (consulting services)
Charisse R. Lillie, Esq.	Director	Consultant, CEO	CRL Consulting 7000 Emlen Street Philadelphia, PA 19119 (consulting services)
J. William Mills, III	Director	President	J. W. Mills & Associates, LLC 110 Masons Way Newtown Square, PA 19073 (consulting services)
Denis P. O'Brien	Director	Retired	321 Canterbury Road Havertown, PA 19083
Michael V. Puppio, Jr., Esq.	Director	Partner (attorney)	Raffaele Puppio 19 W. Third Street Media, PA 19063 (law firm)
Pedro A. Ramos, Esq.	Director	President & CEO	The Philadelphia Foundation 1835 Market Street Suite 2410 Philadelphia, PA 19103 (community foundation)
William R. Sasso, Esq.	Director	Chairman	Stradley, Ronan, Stevens & Young, LLP 2005 Market Street Philadelphia, PA 19103 (law firm)
William R. Sautter	Director	President & CEO	Elliott-Lewis Corp. 2900 Black Lake Place Philadelphia, PA 19154 (facilities management/mechanical services)
Frank G. Spencer	Director	Second General Vice President	United Brotherhood of Carpenters 43C Kings Highway West Haddonfield, NJ 08033 (labor organization)

Board of Directors of AmeriHealth and Board of Managers of IBC LLC

The individuals listed below are the members of both the Board of Directors of AmeriHealth, Inc. ("AmeriHealth") and the Board of Managers of Independence Blue Cross, LLC ("IBC LLC"). All are executive officers of IBC LLC, and their employment as such constitutes their principal occupation. Each named individual has a business address at 1901 Market Street, Philadelphia, PA 19103, and all are citizens of the United States.

Daniel J. Hilferty

Gregory E. Deavens

Paul A. Tufano, Esq.

Executive Officers of IHG, AmeriHealth and IBC LLC

The executive officers of IHG, AmeriHealth and IBC LLC are listed below. Each has a business address at 1901 Market Street, Philadelphia, PA 19103. Positions shown are the present principal occupation of each named individual, and all are citizens of the United States.

Name   Daniel J. Hilferty Gregory E. Deavens Regina Heffernan (1) Thomas A. Hutton, Esq. Brian Lobley (1) Marcy Feldman Rost (1) Richard L. Snyder, M.D. (1) Paul A. Tufano, Esq.     (1)IHG and IBC LLC only.   Position   Chief Executive Officer Executive Vice President, Chief Financial Officer and Treasurer Executive Vice President and Chief Human Resources Officer Executive Vice President, General Counsel & Corporate Secretary Executive Vice President, Health Markets Executive Vice President, Chief Strategy and Communications Officer Executive Vice President, Facilitated Health Networks and Chief Medical Officer President – Independence Health Group and Chairman and Chief Executive Officer - AmeriHealth Caritas  

EX-99.1

Exhibit 99.1

VOTING AGREEMENT

This VOTING AGREEMENT, dated as of January 30, 2020 (this “Agreement”), between Majesco, a California corporation (“Buyer”), Majesco Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and the persons or entities signatory as Stockholders hereto (each, a “Stockholder” and collectively, the “Stockholders”).

WHEREAS, as of the date hereof, the Stockholders each own beneficially and of record shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, each at par value $0.001 per share (collectively, the “Company Stock”), of Inspro Technologies Corporation, a Delaware corporation (the “Company”);

WHEREAS, concurrently with the execution and delivery of this Agreement, Buyer, Merger Sub, the Company have entered into an Agreement and Plan of Merger (the “Merger Agreement”), a draft of which has been made available to the Stockholders, which provides, upon the terms and subject to the conditions thereof, for the merger of Merger Sub with and into the Company with the Company surviving the merger (the “Merger”) (capitalized terms used but not defined in this Agreement shall have the meanings given to such terms in the Merger Agreement); and

WHEREAS, as a condition to their willingness to enter into the Merger Agreement, Buyer and Merger Sub have requested that the Stockholders enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the Stockholders hereby agree as follows:

1.Representations and Warranties. Each Stockholder represents and warrants as to itself that:

(a)(i) Schedule I to this Agreement sets forth, opposite each Stockholder’s name, the number of shares of Company Stock (“Voting Shares”) that each such Stockholder owns beneficially and of record or otherwise has the power to vote as of the date of this Agreement and that are subject to this Agreement, (ii) such Stockholder has good and valid title to the Voting Shares, free and clear of any Liens and commitments of any kind (other than pursuant to this Agreement) and, in the case of Stockholders that are trusts, any claims under such trust by any beneficiary thereof to such Voting Shares, (iii) such Stockholder has the sole power and authority to vote all of the Voting Shares without restriction (other than as contemplated by this Agreement), (iv) any proxies heretofore given in respect of any or all of the Voting Shares have heretofore been revoked and (v) such Stockholder does not have any other interest in any shares of Company Stock or any other shares of capital stock or other equity interests or voting securities of the Company, except as set forth on Schedule II to this Agreement. If, after the date of this Agreement, any Stockholder purchases or otherwise acquires the power to vote shares of Company Stock not set forth in Schedule I, such shares of Company Stock shall automatically become subject to the terms of this Agreement without further action required by any party hereof and shall be deemed to be Voting Shares for all purposes of this Agreement as if those shares were owned by the Stockholder on the date of this Agreement.

(b)in the case of a Stockholder that is not an individual, (i) such Stockholder is duly formed and validly existing under the laws of its jurisdiction of incorporation or formation and (ii) the Person executing this Agreement on behalf of each of such Stockholder is authorized to act on behalf of and bind such Stockholder and, in the case of a trust, any beneficiary or settlor of such trust;

(c)(i) such Stockholder has all necessary capacity, competency, power and authority to enter into this Agreement, (ii) the execution and delivery of this Agreement and the performance of its obligations hereunder and compliance with the terms hereof have been duly authorized by all necessary actions on the part of such Stockholder, (iii) such Stockholder has validly executed and delivered this Agreement and, assuming due authorization, execution and delivery by Buyer and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally and, by general principles of equity, including good faith and fair dealing, regardless whether in a proceeding at equity or at law) and (iv) in the case of a Stockholder who is an individual, if Voting Shares of such Stockholder constitute community property or spousal or other approval is otherwise required for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of such Stockholder’s spouse, enforceable against such spouse in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally and, by general principles of equity, including good faith and fair dealing, regardless whether in a proceeding at equity or at law); and

(d)(i) no filing with and no notification to, and no permit, authorization, consent or approval of any Governmental Authority is necessary on the part of such Stockholder for the execution, delivery and performance of this Agreement by such Stockholder and, except as contemplated by the Merger Agreement, the consummation by such Stockholder of the transactions contemplated hereby and thereby and (ii) none of the execution and delivery of this Agreement by such Stockholder, the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder with any of the provisions hereof shall conflict with, or result in any violation or breach of, or a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, cancellation or acceleration or any obligation or to the loss of benefit under, or result in the creation of any Lien in or upon any of the properties or assets of such Stockholder (including the Voting Shares) under (A) in the case of a Stockholder that is not an individual, any trust documents, charter documents or other formation documents, (B) any order, writ, injunction, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or any of the Voting Shares or (C) any contract to which such Stockholder is a party or any of its properties or assets (including the Voting Shares) is subject, in each case, except for violations, breaches or defaults that would not individually or in the aggregate impair the ability of such Stockholder to perform its obligations hereunder.

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2.Agreement to Vote.

(a) Subject to Section 2(c), at the Company Stockholder Meeting or any other meeting of stockholders of the Company called to vote upon the Merger, the Stockholders shall vote (or cause to be voted) all of the Voting Shares in favor of the adoption of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement. At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote or other approval is sought, the Stockholders shall vote (or cause to be voted) all of the Voting Shares in favor of any other matter necessary to the consummation of the Merger and the other transactions contemplated by the Merger Agreement and considered and voted upon by the stockholders of the Company.

(b)At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote or other approval is sought, the Stockholders shall vote (or cause to be voted) all of the Voting Shares: (i) against any Acquisition Proposal or any action which is a component of any Acquisition Proposal, (ii) against the adoption of any transaction agreement related to an Acquisition Proposal and (iii) against any other action that would in any manner (A) prevent, impede, frustrate or nullify any provision of the Merger Agreement, (B) amend the Charter Documents of the Company or change the voting rights of any class of capital stock of the Company or (C) otherwise interfere with or delay the Merger or the other transactions contemplated by the Merger Agreement.

(c)In the event of a Company Board Recommendation Change relating to a Superior Proposal made in compliance with the steps set forth in Section 4.7(c) of the Merger Agreement, solely in connection with a vote that is subject to Section 2(a):

(i)the number of shares of Company Stock that shall be considered “Voting Shares” pursuant to this Agreement shall be modified without any further notice or any action by the Company or the Stockholders to be only such number that is equal to thirty three percent (33%) of each of the total number of outstanding shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (the “Lock-Up Subject Shares”), such that the Stockholders shall only be obligated to vote the Lock-Up Subject Shares in the manner set forth in Section 2(a); and

(ii)the Stockholders, in their sole discretion, shall be free to vote or cause to be voted, in person or by proxy, all of the remaining Voting Shares in excess of the Lock-Up Subject Shares in any manner they may choose.

3.Waiver of Dissenters’ Rights. Each Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercise, assert or perfect, any rights of dissent and appraisal under Section 262 of the DGCL to the extent such Stockholder is entitled to such rights under such Section 262.

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4.Transfer of Shares. The Stockholders shall not, directly or indirectly: (a) sell, assign, transfer (including in any tender offer or by operation of law), dispose of, pledge or otherwise subject to a Lien, any of the Voting Shares, (b) deposit any Voting Shares into a voting trust or enter into a voting agreement or other arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including in any tender offer or by operation of law), disposition, pledge or other Lien of any Voting Shares, (d) take any action that would make any representation or warranty of the Stockholders herein untrue or incorrect in any material respect or have the effect of preventing or disabling the Stockholders from performing their obligations hereunder or (e) otherwise agree to do any of the foregoing clauses (a) through (d); provided, however, that the Stockholders may transfer Voting Shares in connection with any estate planning or charitable giving, so long as any such Voting Shares and the record or beneficial owner continue to be bound after such transfer or distribution in all respects by the terms of this Agreement.

5.No Solicitation of Transactions. The Stockholders shall not, nor shall it authorize or permit any of their representatives or Affiliates to, directly or indirectly (a) solicit, initiate or take any other action to facilitate or knowingly encourage any Acquisition Proposal, (b) enter into, maintain, continue or participate in any discussions or negotiations with any Person or entity in furtherance of, or furnish to any Person any information, with respect to any Acquisition Proposal or (c) agree or authorize any Person to do any of the foregoing.

6.Termination. The obligations of the Stockholders under this Agreement shall terminate upon the earliest of (a) the Effective Time and (b) the termination of the Merger Agreement in accordance with its terms. Upon the termination of this Agreement, neither Buyer, Merger Sub nor the Stockholders shall have any rights or obligations hereunder and this Agreement shall become null and void and have no effect, provided, however, that nothing in this Section 6 shall relieve any party of liability for any intentional breach of this Agreement.

7.Additional Matters. The Stockholders shall take all other actions in any such case necessary to effectively carry out the transactions contemplated by this Agreement (including, from time to time, executing and delivering, or causing to be executed and delivered, such additional or further consents, documents and other instruments as Buyer or Merger Sub may reasonably request).

8.Miscellaneous.

(a)Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.

(b)Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) upon confirmation of receipt after transmittal by facsimile (to such number specified below or another number or numbers as such Person may subsequently specify by proper notice under this Agreement), (iii) upon confirmation of receipt after transmittal by email (to such email address specified below or another email address or addresses as such Person may subsequently specify by proper notice under this Agreement) and (iv) on the next Business Day when sent by national overnight courier (providing proof of delivery), in each case, to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8(b)):

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if to Buyer or Merger Sub, to:

Majesco

412 Mt. Kemble Avenue, Suite 110C

Morristown, New Jersey 07960

Attention: General Counsel

Email: lori.stanley@majesco.com

with a copy (which shall not constitute notice) to:

Sheppard Mullin Richter & Hampton LLP
30 Rockefeller Plaza
New York, New York 10112
Attention: Valérie Demont
Email: vdemont@sheppardmullin.com

and if to the Stockholders, to such Stockholder’s address set forth on Schedule I hereto;

with a copy (which shall not constitute notice) to:

Morgan, Lewis & Bockius LLP

1701 Market Street
Philadelphia, Pennsylvania 19103
Attention: James W. McKenzie, Jr.
Email: james.mckenzie@morganlewis.com

(c)Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by virtue of any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by the Merger Agreement are not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by the Merger Agreement be consummated as originally contemplated to the fullest extent possible.

(d)Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

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(e)Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties, in whole or in part (whether pursuant to a merger, by operation of Law or otherwise), without the prior written consent of the other parties, except that Buyer and Merger Sub may assign all or any of their rights and obligations under this Agreement to any Affiliate of Buyer, provided that (i) no such assignment shall relieve the assigning party of its obligations under this Agreement if such assignee does not perform such obligations and (ii) such assignment would not reasonably be expected to cause the Merger to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

(f)Parties in Interest. This Agreement shall be binding upon, inure solely to the benefit of, and be enforceable by, only the parties hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(g)Specific Performance. The parties hereto agree that the parties hereto would be irreparably damaged if any provision of this Agreement was not performed in accordance with its specific terms or was otherwise breached. Accordingly, the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms of this Agreement, in addition to any other remedy at law or in equity. The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any such legal or equitable relief and each party waives any objection to the imposition of such relief or any right it might have to require the obtaining, furnishing or posting of any such bond or similar instrument.

(h)Governing Law. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by and construed in accordance with the Laws of the State of Delaware.

(i)Counterparts. This Agreement may be executed and delivered (including by facsimile transmission or .pdf) in counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

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(j)Submission to Jurisdiction; Waiver of Jury Trial. Each party hereto irrevocably and unconditionally (i) accepts the jurisdiction and venue of any state or federal court sitting in the State of New York, City of New York in any action or proceeding arising out of or related to this Agreement, (ii) waives any objections which such party may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings brought in any such court and agrees not to plead or claim in any such court that such action or proceeding brought in any such court has been brought in an inconvenient forum, (iii) agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to such party at their respective addresses provided in accordance with Section 8(b); and (d) agrees that service as provided in clause (iii) above is sufficient to confer personal jurisdiction over such party in any such proceeding in any such court, and otherwise constitutes effective and binding service in every respect. NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF A PARTY SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER AGREEMENTS OR THE DEALINGS OR THE RELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS SECTION 8(J) HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HERETO HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY HERETO THAT THE PROVISIONS OF THIS SECTION 8(J) WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

MAJESCO
By:	/s/ Adam Elster
	Name:  Adam Elster
	Title:  CEO
MAJESCO MERGER SUB, INC.
By:	/s/ Wayne Locke
	Name:  Wayne Locke
	Title:  CFO

[Buyer and Merger Sub Signature Page to Voting Agreement]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

INDEPENDENCE BLUE CROSS, LLC
By:	/s/ Gregory E. Deavens
	Name:  Gregory E. Deavens Title:  Executive Vice President, Chief Financial Officer and Treasurer

[Stockholder Signature Page to Voting Agreement]

Schedule I

Stockholder and Address	Number of Shares of Common Stock	Number of Shares of Series A Preferred Stock	Number of Shares of Series B Preferred Stock	Number of Shares of Series C Preferred Stock
Independence Blue Cross, LLC 1901 Market Street Philadelphia, PA 19103 Attention: Office of General Counsel	--	--	2,500,000	--
TOTAL	--	--	2,500,000	--

Schedule II

None.