X0206 3 2016-05-04 0 0001309442 InsPro Technologies Corp ITCC 0001094064 TRUSTMARK INSURANCE CO 400 FIELD DRIVE LAKE FOREST IL 60045 true 0001674267 Trustmark Insurance Group, Inc. 400 FIELD DRIVE LAKE FOREST IL 60045 true 0001674270 Trustmark Group, Inc. 400 FIELD DRIVE LAKE FOREST IL 60045 true 0001480921 Trustmark Mutual Holding Co 400 FIELD DRIVE LAKE FOREST IL 60045 true Warrant to Purchase Series B Preferred Stock (Right to Buy) 3 2016-05-04 2019-05-04 Series B Preferred Stock 2000000 I See footnote 2 On May 4, 2016, the Issuer issued to Trustmark Insurance Company a warrant to purchase, at $3.00 per share, up to 2,000,000 shares of the Issuer's Series B Preferred Stock (the "Warrant"). The Warrant was issued in connection with an Override Agreement entered into between Trustmark Insurance Company and the Issuer on April 4, 2016, and no other consideration was paid therefor. Each share of the Series B Preferred Stock subject to the Warrant is convertible into 20 shares of the Issuer's Common Stock (40,000,000 shares of Common Stock in total). The Warrant is directly owned by Trustmark Insurance Company, which is a wholly-owned subsidiary of Trustmark Insurance Group, Inc., which is a wholly-owned subsidiary of Trustmark Group, Inc., which is a wholly-owned subsidiary of Trustmark Mutual Holding Company. Accordingly, each of Trustmark Insurance Group, Inc., Trustmark Group, Inc. and Trustmark Mutual Holding Company is an indirect beneficial owner of the Warrant and underlying securities. /s/ Philip A. Goss, Senior VP, CFO & Treasurer of each of Trustmark Insurance Company, Trustmark Insurance Group, Inc., Trustmark Group, Inc. and Trustmark Mutual Holding Company 2016-05-13