Exhibit 4.3


 





NEITHER THESE SECURITIES NOR THE SECURITIES
ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY OR (II) RULE 144 OR RULE 144A UNDER THE SECURITIES
ACT. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.


 


INSPRO TECHNOLOGIES CORPORATION


 


WARRANT


 


	Warrant No. ITCC-161	Date of Original Issuance: October 6, 2015    


 


InsPro Technologies
Corporation, a Delaware corporation (the “Company”), hereby certifies that, for value received, Independence
Blue Cross, LLC or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total
of 3,333,330 shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such
share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price
equal to $0.15 per share (as adjusted from time to time as provided herein, the “Exercise Price”), at any time
and from time to time on or after the date hereof and to and including the earlier to occur of (a) the Call Event Expiration Date
(as defined below) and (b) November 20, 2017 (the earlier to occur of (a) and (b), the “Expiration Date”), and
subject to the terms and conditions set forth herein. This warrant and any warrants issued in exchange, transfer or replacement
hereof, are referred to herein as the “Warrant.”


 


1.            Definitions.
In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein shall have
the meanings given to such terms in the Securities Purchase Agreement dated as of October 6, 2015 by and among the Company and
the investors thereto (the “Securities Purchase Agreement”).


 




     


     


    

 


2.            Registration
of Warrant. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and
for all other purposes, absent actual notice to the contrary.


 


3.            Registration
of Transfers. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender
of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified
herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant
(any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued
to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued
to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations of a holder of a Warrant.


 


4.            Exercise
and Duration of Warrants. This Warrant shall be exercisable by the registered Holder at any time and from time to time on or
after the date hereof to and including the Expiration Date. At 11:59 p.m., New York City time on the Expiration Date, subject to
Section 12, the portion of this Warrant not exercised (or called) prior thereto shall be and become void and of no value.


 


5.            Delivery
of Warrant Shares; Disposition of Warrants and Warrant Shares.


 


(a)          To
effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant. Execution and delivery via facsimile
of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original
Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery
via facsimile of the Exercise Notice for all of the Warrant Shares shall have the same effect as cancellation of the original Warrant
after delivery of the Warrant Shares. Upon such delivery of the attached Exercise Notice to the Company (with the attached Warrant
Shares Exercise Log) at its address for notice set forth herein and upon (1) payment of the then-applicable Exercise Price multiplied
by the number of Warrant Shares that the Holder intends to purchase hereunder or (2) notifying the Company that this Warrant is
being exercised pursuant to a Cashless Exercise (as defined below), the Company shall on or before the third (3rd) Trading
Day after receipt thereof issue and deliver to the Holder, a certificate for the Warrant Shares issuable upon such exercise. The
Company shall, upon request of the Holder and subsequent to the date on which a registration statement covering the resale of the
Warrant Shares has been declared effective by the Securities and Exchange Commission, use commercially reasonable efforts to deliver
Warrant Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing
similar functions (“DTC”), if available, provided, that, the Company may, but will not, be required to change
its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through the DTC. A “Date
of Exercise” means the date on which the Holder shall have delivered to the Company: (i) the Exercise Notice (with the
Warrant Exercise Log attached to it) via facsimile, appropriately completed and duly signed and (ii) payment of the Exercise Price
for the number of Warrant Shares so indicated by the Holder to be purchased (or notice of a Cashless Exercise) as provided above.
On the Date of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant
Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the
Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be).


 




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(b)          The
Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof,
the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation
or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise
limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit
a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates
representing shares of Common Stock upon exercise of this Warrant or to credit such shares to the Holder’s DTC account (as
the case may be) as required pursuant to the terms hereof.


 


(c)          The
Warrants and Warrant Shares (collectively, the “Securities”) may only be disposed of in compliance with state
and federal securities laws and the provisions related to transfer and other provisions related to the Securities set forth in
the Securities Purchase Agreement, including without limitation, Sections 4.2 and 4.14 thereof.


 


(d)          The
Warrants shall contain the legend set forth above and the stock certificates evidencing the Warrant Shares will contain the following
legend, until such time as they are not required under the conditions described in the Securities Purchase Agreement:


 


THESE SECURITIES HAVE NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO (I) (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE
TO THE COMPANY OR (II) RULE 144 OR RULE 144A UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.


 




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6.            Charges,
Taxes and Expenses. Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant shall be
made without charge to the Holder for any issue or transfer tax, transfer agent fee or other similar incidental tax or expense
in respect of the issuance of such certificates, all of which such taxes and expenses shall be paid by the Company; provided, however,
that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration
of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or any of its affiliates. The Holder
shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving
Warrant Shares upon exercise hereof.


 


7.            Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and a customary and reasonable indemnity
(which shall not include a surety bond), if requested. Applicants for a New Warrant under such circumstances shall also comply
with such other reasonable procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant
is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as
a condition precedent to the Company’s obligation to issue the New Warrant.


 


8.            Reservation
of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized
but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise
of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of this
entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other than the Holder (taking into
account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable
shall, upon issuance and the payment of the applicable Exercise Price (or notice of a Cashless Exercise) in accordance with the
terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. If, notwithstanding the foregoing, and not
in limitation thereof, at any time while any of the Warrants (as defined in the Securities Purchase Agreement) remain outstanding
the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to
reserve for issuance upon exercise of the Warrants at least a number of shares of Common Stock equal to the maximum number of shares
of Common Stock as shall from time to time be necessary to effect the exercise of all of the Warrants then outstanding (the “Required
Reserve Amount”) (an “Authorized Share Failure”), then the Company shall as promptly as practicable
thereafter take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient
to allow the Company to reserve the Required Reserve Amount for the Warrants then outstanding. Without limiting the generality
of the foregoing sentence, as promptly as practicable after the date of the occurrence of an Authorized Share Failure, the Company
shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In
connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best
efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its Board
of Directors to recommend to the stockholders that they approve such proposal.


 




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9.            Certain
Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment
from time to time as set forth in this Section 9.


 


(a)          Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common
Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a
smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall
be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number
of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph
shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend
or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after
the effective date of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during
the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately
to reflect such event.


 


(b)          Fundamental
Transactions. If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the
Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series
of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant
to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4)
the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock
is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”),
then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities,
cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been,
immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full
of this Warrant (the “Alternate Consideration”). For purposes of any such exercise, the determination of the
Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise
Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the
Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon
any exercise of this Warrant following such Fundamental Transaction. The terms of any agreement pursuant to which a Fundamental
Transaction is effected shall include terms requiring any such surviving entity to comply with the provisions of this paragraph
(b) and insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction.


 




    	 	5	 



     


    

 


(c)          Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraphs (a) or (c) of this Section,
unless waived in writing by the Holder with respect to a particular adjustment, the number of Warrant Shares that may be purchased
upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise
Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately
prior to such adjustment.


 


(d)          Calculations.
All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable.
The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account
of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.


 


(e)          Notice
of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will promptly
compute such adjustment in accordance with the terms of this Warrant and promptly prepare a certificate setting forth such adjustment,
including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable
upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail
the facts upon which such adjustment is based. Upon written request of a Holder, the Company will promptly deliver a copy of each
such certificate to the Holder and to the Company’s transfer agent.


 


(f)          Notice
of Corporate Events. If the Company (i) declares a dividend or any other distribution of cash, securities or other property
in respect of its Common Stock, including, without limitation, any granting of rights or warrants to subscribe for or purchase
any capital stock of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits
stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of
the affairs of the Company, then the Company shall deliver to the Holder a notice describing the material terms and conditions
of such transaction, at least 10 calendar days prior to the applicable record or effective date on which a Person would need to
hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all steps reasonably
necessary in order to insure that the Holder is given the practical opportunity to exercise this Warrant prior to such time so
as to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any
defect therein shall not affect the validity of the corporate action required to be described in such notice. To the extent that
any notice provided hereunder constitutes, or contains, material, non-public information, the Company shall simultaneously file
such notice pursuant to a Current Report on Form 8-K.


 


10.           Payment
of Exercise Price. The Holder shall pay the Exercise Price by delivery
to the Company of immediately available funds. Notwithstanding anything contained herein to the contrary, the Holder may,
in its sole discretion, unless a Preliminary Call Event has occurred prior to such Exercise Date (and only for so long as such
Preliminary Call Event is continuing) or the Company has timely delivered an effective notice of a Call Event to the Holder prior
to the Exercise Date, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated
to be made to the Company upon such exercise in payment of the aggregate Exercise Price, elect instead to receive upon such exercise
the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):


 




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Net Number = (A x B) - (A
x C)


 


                                     B


 


For purposes of the foregoing formula:


 


A= the total number of shares with
respect to which this Warrant is then being exercised.


 


B= the VWAP of the shares of Common
Stock for the 5 Trading Day period immediately preceding the date of the Exercise Notice.


 


C= the Exercise Price then in effect
for the applicable Warrant Shares at the time of such exercise.


 


11.         No
Rights as Stockholder. Until the exercise of this Warrant, the Holder shall not have or exercise any rights by virtue hereof
as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities
on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether
such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 11, the Company shall
provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously
with the giving thereof to the stockholders.


 


12.         Call
Event. At any point after which the VWAP of the Common Stock for a minimum of 20 consecutive Trading Days shall have been equal
to at least eight times (8x) the Exercise Price (a “Call Event”), the Company may, at its option, provide written
notice of such Call Event to all, but not less than all, holders of Warrants (as defined in the Securities Purchase Agreement)
within 10 Trading Days after the occurrence of the Call Event, in which case, the date that is ten business days after the Company
has provided such written notice to all such holders of a Call Event shall be the “Call Event Expiration Date.”
For the avoidance of doubt, at 11:59 p.m., New York City time on the Call Event Expiration Date, the portion of this Warrant not
exercised prior thereto shall be and become void and of no value as further set forth below in this Section 12. Notwithstanding
the foregoing, a notice of a Call Event shall not be effective with respect to the Holder unless (i) one or more Registration Statement(s)
covering all of the shares issuable upon exercise of the Warrants held by the Holder is (or are, as the case may be) effective
and is (or are, as the case may be) not then suspended and no stop order is in effect with respect thereto, and the Holder
is able to sell all such shares pursuant to such Registration Statement(s) through the Call Event Expiration Date, (ii) on each
Trading Day during the thirty (30) Trading Day period immediately preceding the Call Event Expiration Date (the “Requisite
Period”), all of the shares of Common Stock issuable upon exercise of the Warrants held by the Holder are freely tradable,
without restriction (subject to compliance with prospectus delivery requirements to the extent applicable), on an Eligible Market
(other than such shares which are properly excluded from one or more Registration Statements pursuant to the terms of the Registration
Rights Agreement), (iii) on each day during the Requisite Period, the shares of Common Stock issuable upon exercise of the Warrants
held by the Holder are designated for listing on an Eligible Market and shall not have been suspended from trading on such exchange,
(iv) the Company shall have, at all times during the Requisite Period, delivered shares of Common Stock upon exercise of the Warrants
held by a Holder on a timely basis in accordance with the provisions of the Securities Purchase Agreement and this Warrant, and
(v) the Holder is able to sell all shares issuable upon exercise of the Warrants held by the Holder at all times through the Call
Event Expiration Date without any liability under Section 16(b) of the Exchange Act. For purposes of Section 10 hereof, “Preliminary
Call Event” shall occur at any point after which the VWAP of the Common Stock for a minimum of 10 consecutive Trading
Days shall have been equal to at least eight times (8x) the Exercise Price and the other conditions of a Call Event set forth above
capable of being satisfied prior to such point are satisfied (including, without limitation, that one or more Registration Statement(s)
covering all of the shares issuable upon exercise of the Warrants held by the Holder (other than such shares which are properly
excluded therefrom pursuant to the terms of the Registration Rights Agreement) is (or are, as the case may be) effective and
is (or are, as the case may be) not then suspended and no stop order is in effect with respect thereto).


 




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13.         No
Fractional Shares. No fractional shares of Warrant Shares will be issued in connection with any exercise of this Warrant. In
lieu of any fractional shares which would, otherwise be issuable, the Company shall pay cash equal to the product of such fraction
multiplied by the VWAP of the shares of Common Stock for the 5 Trading Day period immediately preceding the Date of Exercise.


 


14.         Notices.
Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall
be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number specified in this Section prior to 5:30 p.m. (New York City time) on a Trading
Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any
Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service with
next day delivery specified, or (iv) upon actual receipt by the party to whom such notice is required to be given. The addresses
for such communications shall be: (i) if to the Company, to InsPro Technologies Corporation, InsPro Technologies Corporation, 150
N. Radnor-Chester Road, Radnor, PA 19087, Facsimile: (484) 654-2209, Attention: Vice President and Controller, or such other address
as the Company shall so notify the Holder, or (ii) if to the Holder, to the address or facsimile number appearing on the Warrant
Register or such other address or facsimile number as the Holder may provide to the Company in accordance with this Section.


 


15.         Warrant
Agent. The Company shall serve as warrant agent under this Warrant. Upon 10 days’ notice to the Holder, the Company may
appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting
from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or
any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor
warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession
as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown
on the Warrant Register.


 




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16.          Additional
Definitions. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)          “Bloomberg”
means Bloomberg Financial Markets.


 


(b)          “Common
Stock Deemed Outstanding” means, at any given time, the number of shares of Common Stock actually outstanding at such
time, plus the number of shares of Common Stock deemed to be outstanding pursuant to Sections 9(c))(i) and (ii) hereof regardless
of whether the Options or Convertible Securities are actually exercisable at such time.


 


(c)          “Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable
or exchangeable for shares of Common Stock.


 


(d)          “Eligible
Market” means the Principal Market, The New York Stock Exchange, Inc., the Nasdaq Global Select Market, the Nasdaq Global
Market, the Nasdaq Capital Market or the American Stock Exchange.


 


(e)          “Excluded
Securities” means Options, Convertible Securities or Common Stock issued or issuable: (i) upon exercise of the Warrants,
(ii) upon conversion of any Options or Convertible Securities which are outstanding on the date hereof, (iii) pursuant to any equity
compensation plan or arrangement, or (iv) in connection with mergers, acquisitions, strategic business partnerships or alliances,
joint ventures, bank financings (or similar financings), vendor, supplier and consulting arrangements, equipment or other leases
or other transactions, the primary purpose of which, in the reasonable judgment of the Company's Board of Directors, is not to
raise additional equity capital or convertible debt.


 


(f)          “Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.


 


(g)          “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.


 


(h)          “Principal
Market” means the National Association of Securities Dealers, Inc. OTC Bulletin Board.


 


(i)         
“Successor Entity” means the Person formed by, resulting from or surviving any Fundamental Transaction.


 




    	 	9	 



     


    

 


(j)          “Trading
Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the
final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time
of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 


(k)          “VWAP”
means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or,
if the Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities
market on which such security is then traded) during the period beginning at 9:30:01 a.m., New York City Time, and ending at 4:00:00
p.m., New York City Time, as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does
not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin
board for such security during the period beginning at 9:30:01 a.m., New York City Time, and ending at 4:00:00 p.m., New York City
Time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such
hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security
as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If VWAP cannot
be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the
fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon
the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 20. All
such determinations shall be appropriately adjusted for any share dividend, share split or other similar transaction during such
period.


 


17.         Rights
Upon Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights
to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation,
any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate
rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the
issuance of this Warrant, then, in each such case, the Holder will be entitled to participate in such Distribution to the same
extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon
complete exercise of this Warrant immediately before the date on which a record is taken for such Distribution, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in
such Distribution.


 




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18.         Purchase
Rights. In addition to any adjustments pursuant to Section 9 above, if at any time the Company grants, issues or sells any
Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders
of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant immediately before the date on
which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of
which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.


 


19.         Noncircumvention.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, bylaws or
through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities,
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will
at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights
of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares
of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all
such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable
shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as any of the Warrants are outstanding, take
all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose
of effecting the exercise of the Warrants, the maximum number of shares of Common Stock as shall from time to time be necessary
to effect the exercise of the Warrants then outstanding (without regard to any limit on exercise contained therein).


 


20.         Miscellaneous.


 


(a)          This
Warrant shall be binding on and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and
the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing
signed by the Company and the Holder and their successors and assigns.


 


(b)          All
questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed
and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law
thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of this Warrant and
the transactions herein contemplated (“Proceedings”) (whether brought against a party hereto or its respective
Affiliates, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of Wilmington,
State of Delaware (the “Delaware Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction
of the Delaware Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not
personally subject to the jurisdiction of any Delaware Court, or that such Proceeding has been commenced in an improper or inconvenient
forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such
Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such
party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant or the transactions contemplated
hereby. If either party shall commence a Proceeding to enforce any provisions of this Warrant, then the prevailing party in such
Proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such Proceeding.


 




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(c)          The
headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.


 


(d)          In
case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, the Company has caused
this Warrant to be duly executed by its authorized officer as of the date first indicated above.


 


	 	INSPRO TECHNOLOGIES CORPORATION
	 	 	 
	 	By:	/s/ Anthony R. Verdi
	 	Name:	Anthony R. Verdi
	 	Title:	Chief Financial Officer