InsPro Technologies Corporation (OTCMKTS:ITCC) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry into a Material Definitive Agreement

Private Placement

On April 20, 2017, InsPro Technologies Corporation, a Delaware
corporation (the Company), entered into and completed a
private placement (the Private Placement) with The
Co-Investment Fund II, L.P. (the Investor), for an
aggregate of 1,000,000 shares (each, a Preferred Share) of
its Series

C Convertible Preferred Stock, par value $0.001 per share
(Preferred Stock) to the terms of a securities purchase
agreement (the Purchase Agreement).

to the Purchase Agreement, the Company agreed to sell to the
Investor 1,000,000 shares of Preferred Stock in the Private
Placement at a per share price equal to $2.00.

The Preferred Stock is entitled to vote as a single class with
the holders of the Companys Common Stock, with each Preferred
Share having the right to 20 votes. Upon the liquidation, sale or
merger of the Company, each Preferred Share is entitled to
receive an amount equal to the greater of (A) a liquidation
preference equal to two and a half (2.5) times the Preferred
Stock original issue price, subject to certain customary
adjustments, or (B) the amount such Preferred Share would receive
if it participated pari passu with the holders of shares
of common stock of the Company, par value $0.001 per share
(Common Stock) on an as-converted basis. Each Preferred
Share is convertible into 20 shares of Common Stock (the
Shares). For so long as any Preferred Shares are
outstanding, the vote or consent of the Holders of at least
two-thirds of the Preferred Shares is required to approve (Y) any
amendment to the Companys certificate of incorporation or bylaws
that would adversely alter the voting powers, preferences or
special rights of the Preferred Stock or (Z) any amendment to the
Companys certificate of incorporation to create any shares of
capital stock that rank senior to the Preferred Stock. In
addition to the voting rights described above, for so long as
1,000,000 Preferred Shares are outstanding, the vote or consent
of the holders of at least two-thirds of the Preferred Shares is
required to effect or validate any merger, sale of substantially
all of the assets of the Company or other fundamental
transaction, unless such transaction, when consummated, will
provide the holders of Preferred Stock with an amount per share
equal to two and a half (2.5) times the Preferred Stock original
issue price plus any declared but unpaid dividends.

The closing of the Private Placement was subject to customary
closing conditions. The gross proceeds from the closing of the
Private Placement were $2,000,000, and the Company intends to use
the net proceeds of the Private Placement for working capital
purposes.

In connection with the signing of the Purchase Agreement, the
Company and the Investor also entered into a registration rights
agreement (the Registration Rights Agreement). Under the
terms of the Registration Rights Agreement, the Company agreed to
prepare and file with the SEC, within 30days following the
receipt of a demand notice of a holder of Registrable Securities,
a registration statement on Form S-1 (the Registration
Statement) covering the resale of the Shares (collectively,
the Registrable Securities). Subject to limited
exceptions, the Company also agreed to use its reasonable best
efforts to cause the Registration Statement to be declared
effective under the Securities Act of 1933, as amended (the
Securities Act), as soon as practicable but, in any event,
no later than 60days following the date of the filing of the
Registration Statement (or 120days following the date of the
filing of the Registration Statement in the event the
Registration Statement is subject to review by the SEC), and
agreed to use its reasonable best efforts to keep the
Registration Statement effective under the Securities Act until
the date that all of the Registrable Securities covered by the
Registration Statement have been sold or may be sold without
volume restrictions to Rule 144(b)(i) promulgated under the
Securities Act. In addition, if the Company proposes to register
any of its securities under the Securities Act in connection with
the offering of such securities for cash, the Company shall, at
such time, promptly give each holder of Registrable Securities
notice of such intent, and such holders shall have the option to
register their Registrable Securities on such additional
registration statement. The Registration Rights Agreement also
provides for payment of partial damages to the Investor under
certain circumstances relating to failure to file or obtain or
maintain effectiveness of the Registration Statement, subject to
adjustment.

The Company also agreed, to the terms of the Purchase Agreement,
that for a period of 90 days after the effective date of the
Purchase Agreement, the Company shall not, subject to certain
exceptions, offer, sell, grant any option to purchase, or
otherwise dispose of any equity securities or equity equivalent
securities, including without limitation, any debt, preferred
stock, rights, options, warrants or other instrument that is at
any time convertible into or exchangeable for, or otherwise
entitles the holder thereof to receive, capital stock and other
securities of the Company.

The Purchase Agreement also provides for a customary
participation right for the Investor, subject to certain
exceptions and limitations, which grants the Investor the right
to participate in any future capital raising financings of the
Company occurring from the effective date of the Purchase
Agreement until 24 months after the effective date of the
Purchase Agreement. The Investor may participate in such
financings at a level based on the Investors ownership percentage
of the Company on a fully-diluted basis prior to such financing.

The foregoing is a summary of the terms of the Purchase Agreement
and the Registration Rights Agreement and does not purport to be
complete. This summary is qualified in its entirety by reference
to the full text of each of the Purchase Agreement and the
Registration Rights Agreement, which are attached hereto as
Exhibits 4.1 and 4.2, respectively, and are incorporated by
reference herein.

Item3.02 Unregistered Sales of Equity
Securities.

The description of the Purchase Agreement and the Registration
Rights Agreement in Item1.01 of this Report is hereby
incorporated into this Item3.02 by reference.

The Preferred Stock are being offered and sold to institutional
and other accredited investors without registration under the
Securities Act or any state securities laws. The Company is
relying on the exemption from the registration requirements of
the Securities Act by virtue of Section4(2) thereof and
RegulationD promulgated thereunder. Each of the certificates
representing shares of Preferred Stock to be issued and sold in
the Private Placement contain restrictive legends preventing the
sale, transfer or other disposition of such Preferred Shares
unless registered under the Securities Act or sold to an
exemption therefrom. As described in Item1.01 of this current
report, the Company has agreed to file a Registration Statement
for the resale of the Shares. This current report is not an offer
to sell or the solicitation of an offer to buy shares of
Preferred Stock or other securities of the Company.

Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year

In connection with the Private Placement, the board of directors
of the Company approved a Certificate of Designation of Series C
Convertible Preferred Stock of the Company (the Certificate of
Designation) setting forth the rights, preferences and
limitations of the Preferred Stock. On April 19, 2017, the
Company filed the Certificate of Designation with the Secretary
of State of the State of Delaware.

The Certificate of Designation provides, among other things, that
upon the liquidation, sale or merger of the Company, the holder
of a share of Preferred Stock is entitled to receive an amount
equal to the greater of (A) a liquidation preference equal to two
and a half (2.5) times the Preferred Stock original issue price,
subject to certain customary adjustments, or (B) the amount such
Preferred Share would receive if it participated pari
passu with the holders of shares of Common Stock on an
as-converted basis.

Each Preferred Share is convertible into 20 shares of Common
Stock.

For so long as any Preferred Shares are outstanding, the vote or
consent of the Holders of at least two-thirds of the Preferred
Shares is required to approve (Y) any amendment to the Companys
certificate of incorporation or bylaws that would adversely alter
the voting powers, preferences or special rights of the Preferred
Stock or (Z) any amendment to the Companys certificate of
incorporation to create any shares of capital stock that rank
senior to the Preferred Stock. In addition to the voting rights
described above, for so long as 1,000,000 Preferred Shares are
outstanding, the vote or consent of the holders of at least
two-thirds of the Preferred Shares is required to effect or
validate any merger, sale of substantially all of the assets of
the Company or other fundamental transaction, unless such
transaction, when consummated, will provide the holders of
Preferred Stock with an amount per share equal to two and a half
(2.5) times the Preferred Stock original issue price plus any
declared but unpaid dividends.

This foregoing description of the Certificate of Designation does
not purport to be complete and is qualified in its entirety by
reference to the complete text of such certificate, a copy of
which is filed herewith as Exhibit 3.1.

Item9.01 Financial Statements and Exhibits.

About InsPro Technologies Corporation (OTCMKTS:ITCC)

InsPro Technologies Corporation is a technology company. The Company provides, InsPro Enterprise, which is a software application used by insurance administrators in the insurance industry. InsPro Enterprise is a Web-based insurance administration software application. InsPro Enterprise clients include insurance carriers and third-party administrators. The Company markets InsPro Enterprise as a licensed software application. The Company offers InsPro Enterprise on both a licensed and an application service provider (ASP) basis. InsPro Enterprise is an insurance administration and marketing system that supports group and individual business lines, and processes agent, direct market, worksite and Website generated business. The Company conducts its operations through its subsidiary, InsPro Technologies, LLC (InsPro Technologies). InsPro Enterprise has a design, which enables the customer to purchase only the functionality needed.

InsPro Technologies Corporation (OTCMKTS:ITCC) Recent Trading Information

InsPro Technologies Corporation (OTCMKTS:ITCC) closed its last trading session 00.0000 at 0.0646 with 10,000 shares trading hands.