X0303 4 2010-12-22 0 0001309442 InsPro Technologies Corp ITCC.OB 0001408321 Tecce Frederick C. 150 N. RADNOR CHESTER RD. SUITE B-101 RADNOR PA 19087 1 0 1 0 Series B Convertible Preferred Stock 2010-12-22 4 P 0 797378 A 2010-12-22 Common Stock 15947560 15947560 I See Footnote Warrant to Purchase Common Stock 2010-12-22 4 P 0 797378 0.15 A 2010-12-22 2015-12-22 Common Stock 7973780 7973780 I See Footnote Pursuant to the First Amendment to Loan Documents dated June 15, 2010 between The Co-Investment Fund II, L.P. (the "Fund") and InsPro Technologies Corporation (the "Company") and its subsidiaries, the Fund converted the outstanding balance under the loans made pursuant to the Loan Agreement dated December 22, 2009 into797,378 Units identical to the Units issued in a private placement conducted by the Company on September 30, 2010. Each Unit consists of 1 share of Series B Convertible Preferred Stock (which is convertible into 20 shares of common stock, subject to adjustment) and a five-year warrant to purchase 10 shares of common stock, with a subscription price of $3.00 per Unit. There is no expiration date for the conversion of the Series B Convertible Preferred Stock. Consists of securities held by the Fund, the designee of Cross Atlantic Capital Partners, Inc., of which Mr. Tecce is the managing director. The Reporting Person disclaims beneficial ownership of the securities held by the Fund except to the extent of his pecuniary interest therein. /s/ Anthony R. Verdi, Attorney-in-fact 2010-12-27