X0306 4 2012-11-20 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 2012-11-20 4 P 0 333333 A 2012-11-20 Common Stock 6666660 22614220 I See Footnote Warrant to Purchase Common Stock 2012-11-20 4 P 0 333333 0.15 A 2012-11-20 2017-11-20 Common Stock 3333330 11307110 I See Footnote The Co-Investment Fund II, L.P. (the "Fund") purchased 333,333 Units issued in a private placement conducted by InsPro Technologies Corporation on November 20, 2012. 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 2012-11-30