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HEALTH BENEFITS DIRECT CORP S-1/A Filing

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HEALTH BENEFITS DIRECT CORP S-1/A Filing Powered By Docstoc
					                                  As filed with the Securities and Exchange Commission on February 1, 2013

                                                                                                                    Registration No. 333-185752




                                                         UNITED STATES
                                             SECURITIES AND EXCHANGE COMMISSION
                                                      Washington, D.C. 20549
                                                         ________________


                                                            AMENDMENT NO. 1
                                                                  To
                                                               FORM S-1

                               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                                  ________________

                                                      InsPro Technologies Corporation
                                                (Exact name of registrant as specified in charter)

                     Delaware                                              6411                                       98-0438502
           (State or Other Jurisdiction of                    (Primary Standard Industrial                         (I.R.S. Employer
          Incorporation or Organization)                      Classification Code Number)                         Identification No.)

                                                       150 N. Radnor-Chester Road
                                                                Suite B-101
                                                       Radnor, Pennsylvania 19087
                                                              (484) 654-2200
             (Address, including zip code, and Telephone Number, including area code of Registrant’s Principal Executive Offices)
                                                            ________________

                                                            Anthony R. Verdi
                             Chief Executive Officer, Chief Financial Officer and Chief Operating Officer
                                                    InsPro Technologies Corporation
                                                      150 N. Radnor-Chester Road
                                                               Suite B-101
                                                       Radnor, Pennsylvania 19087
                                                             (484) 654-2200
                    (Name, Address, including zip code and Telephone Number, including area code of Agent for Service)

                                                                    Copy to:
                                                       James W. McKenzie, Jr., Esq.
                                                       Morgan, Lewis & Bockius LLP
                                                             1701 Market Street
                                                      Philadelphia, Pennsylvania 19103
                                                               (215) 963-5000
                                                             ________________

         Approximate Date of Proposed Sale to the Public: As soon as practicable after the effective date of this registration statement.

         If any Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box: 

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

         If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 
         If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one)

   Large Accelerated filer             Accelerated filer               Non-accelerated filer                Smaller reporting company 
                                                                    (Do not check if a smaller reporting
                                                                                company)


                                                                       1
                                               CALCULATION OF REGISTRATION FEE
                                                                 Proposed Maximum Aggregate                     Amount of Registration Fee
           Title of Each Class of Securities To Be Registered          Offering Price ($)                                  ($)
                                                                                                                           (1)
 Series B Convertible Preferred Stock, par value $0.001 per share                                             —                       —(2)
 Warrants to Purchase Shares of Common Stock                                                                  —                       —(3)
 Units Consisting of 80 Shares of Series B Convertible Preferred Stock                                        —                          —
 and a Five-Year Warrant to Purchase 800 Shares of Common Stock
 Common Stock issuable upon exercise of the Warrants                                                          —                              —(4)
 Common Stock issuable upon the conversion of the Series B Convertible                                        —                              —(5)
 Preferred Stock
 Total Registration Fee:                                                                             $2,500,000                         $341.00

(1) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as
amended.

(2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(i) under the Securities Act of 1933, as
amended.

(3) Pursuant to Rule 457(g), no separate registration fee is required for the warrants offered hereby because they are being registered on the
same registration statement as the common stock underlying the warrants.

(4) Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional shares of common stock as
may be issuable upon exercise of warrants registered hereunder as a result of stock splits, stock dividends, or similar transactions.

(5) Pursuant to Rule 457(i), no separate registration fee is required for the common stock underlying the convertible preferred stock because the
common stock is being registered on the same registration statement as the convertible preferred stock.

Pursuant to Rule 429 under the Securities Act of 1933, the prospectus included in this Registration Statement is a combined prospectus
and also relates to (i) 33,550,000 shares of common stock previously registered under the Registrant’s Registration Statement on Form
SB-2 (File No. 333-133182); (ii) 6,050,000 shares of common stock previously registered under the Registrant’s Registration Statement
on Form SB-2 (File No. 333-142556), (iii) 1,089,913 shares of common stock previously registered under the Registrant’s Registration
Statement on Form SB-2 on Form S-1 (File No. 333-149015), and (iv) 5,000 units, 1,250,000 shares of Series A Convertible Preferred
Stock and warrants to purchase 25,000,000 shares of common stock previously registered under the Registrant’s Registration
Statement on Form S-1 (File No. 333-162712). Accordingly, this Registration Statement, which is a new registration statement, also
constitutes Post-Effective Amendment No. 2 to Registration Statement No. 333-133182, Post-Effective Amendment No. 2 to
Registration Statement No. 333-142556, Post-Effective Amendment No. 2 to Registration Statement No. 333-149015 and Post-Effective
Amendment No. 1 to Registration Statement No. 333-162712, which post-effective amendments shall hereafter become effective
concurrently with the effectiveness of this Registration Statement and in accordance with Section 8(c) of the Securities Act of 1933. If
securities previously registered under Registration Statement No. 333-133182, Registration Statement No. 333-142556, Registration
Statement No. 333-149015 and Registration Statement No. 333-162712 are offered and sold before the effective date of this Registration
Statement, the amount of previously registered securities so sold will not be included in the prospectus hereunder.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


                                                                        2
                                                                 Explanatory Note

          InsPro Technologies Corporation (the “Company”) previously filed a Registration Statement on Form SB-2 (File No. 333-133 182)
with the U.S. Securities and Exchange Commission (the “Commission”) on April 10, 2006, which was declared effective on July 7, 2006 (the
“2006 Prior Registration Statement”). The 2006 Prior Registration Statement registered up to 33,550,000 shares of our common stock for resale
by the selling stockholders named therein, including 8,650,000 shares of our common stock issuable upon the exercise of warrants held by such
selling stockholders.

         The Company previously filed a Registration Statement on Form SB-2 (File No. 333-142556) with the Commission on May 2, 2007,
which was declared effective on June 1, 2007 (the “2007 Prior Registration Statement”). The 2007 Prior Registration Statement registered up to
6,050,000 shares of our common stock for resale by the selling stockholders named therein, including 2,000,000 shares of our common stock
issuable upon the exercise of warrants held by such selling stockholders.

         The Company previously filed a Registration Statement on Form SB-2 on Form S-l (File No. 333-149015) with the Commission on
February 1, 2008, which was declared effective on April 22, 2008 (the “2008 Prior Registration Statement”). The 2008 Prior Registration
Statement registered up to 739,913 shares of our common stock for resale by the selling stockholders named therein, including 350,000 shares
of our common stock issuable upon the exercise of warrants held by such selling stockholders.

         The Company previously filed a Registration Statement on Form S-l (File No. 333-162712) with the Commission on January 14,
2010, which was declared effective on January 22, 2010 (the “2010 Prior Registration Statement”, and together with the 2006 Prior
Registration Statement, 2007 Prior Registration Statement and 2008 Prior Registration Statement, the “Prior Registration Statements”). The
2010 Prior Registration Statement registered up to 5,000 units, 1,250,000 shares of Series A Convertible Preferred Stock and warrants to
purchase 25,000,000 shares of common stock. Pursuant to Rule 429 under the Securities Act of 1933, the prospectus included in the 2010 Prior
Registration Statement was a combined prospectus and also related to relates to 33,550,000 shares of common stock registered under the 2006
Prior Registration Statement, 6,050,000 shares of common stock registered under the 2007 Prior Registration Statement and 1,089,913 shares
of common stock registered under the 2008 Prior Registration Statement. Accordingly, the 2010 Prior Registration Statement also constituted
Post-Effective Amendment No. 1 to the 2006 Prior Registration Statement, Post-Effective Amendment No. 1 to the 2007 Prior Registration
Statement and Post-Effective Amendment No. 1 to the 2008 Prior Registration Statement.

          Pursuant to Rule 429 under the Securities Act of 1933, the prospectus included in this Registration Statement is also a combined
prospectus and also relates to 33,550,000 shares of common stock registered under the 2006 Prior Registration Statement, 6,050,000 shares of
common stock registered under the 2007 Prior Registration Statement, 1,089,913 shares of common stock registered under the 2008 Prior
Registration Statement, and the 5,000 units, 1,250,000 shares of Series A Convertible Preferred Stock and warrants to purchase 25,000,000
shares of common stock registered under the 2010 Prior Registration Statement. Accordingly, this Registration Statement, which is a new
registration statement, also constitutes Post-Effective Amendment No. 2 to the 2006 Prior Registration Statement, Post-Effective Amendment
No. 2 to the 2007 Prior Registration Statement, Post-Effective Amendment No. 2 to the 2008 Prior Registration Statement and Post-Effective
Amendment No. 2 to the 2010 Prior Registration Statement and is being filed to, among other things: (i) include audited financial statements
for our fiscal year ended December 31, 2011 and to reflect additional information disclosed in our Annual Report on Form 10-K (the “Annual
Report”) for our fiscal year ended December 31, 2011, filed with the Commission on March 31, 2012; (ii) include unaudited interim financial
statements for our three and nine months ended September 30, 2012 and to reflect additional information disclosed in our Quarterly Reports on
Form l0-Q and our Current Reports on Form 8-K filed with the Commission subsequent to our Annual Report.

         Accordingly, this Registration Statement on Form S-l (i) carries forward from the Prior Registration Statements an aggregate of (A)
40,689,913 shares of our common stock, which includes 11,000,000 shares of our common stock issuable upon the exercise of warrants, held
by certain of the named selling stockholders, and (B) 5,000 units, 1,250,000 shares of our Series A Convertible Preferred Stock and 25,000,000
warrants to purchase shares of our common stock, and (ii) registers an additional 10,416 Units, 833,280 shares of our Series B Convertible
Preferred Stock and warrants to purchase 8,332,800 shares of our common stock which have not previously been registered. All filing fees
payable in connection with the initial filing of the Prior Registration Statements were previously paid at the time of the initial filing of the Prior
Registration Statements. A registration fee of $341.00 in respect of the 833,280 shares of our Series B Convertible Preferred Stock and
warrants to purchase 8,332,800 shares of our common stock being registered in this Registration Statement on Form S-l was paid concurrently
with the filing of this Registration Statement on Form S-l on December 31, 2012.


                                                                          3
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not
soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS
Subject to Completion February 1, 2013




                                                  INSPRO TECHNOLOGIES CORPORATION

                                            Up to 10,416 Units, 833,280 Shares of Preferred Stock and
                                            Warrants to Purchase 8,332,800 Shares of Common Stock
                                   Issuable Upon Exercise of Rights to Subscribe for such Shares and Warrants

          We are distributing, at no charge to the holders of our capital stock, non-transferable subscription rights to subscribe for units, which
we refer to throughout this prospectus as Units, consisting of 80 shares of our Series B Convertible Preferred Stock and a five-year warrant to
purchase 800 additional shares of our common stock at an exercise price of $0.15 per share. Our stockholders will receive one subscription
right for every 12,756 shares of our common stock, 638 shares of our Series A Convertible Preferred Stock held and 638 shares of our Series B
Convertible Preferred Stock held of record as of 5:00 p.m., New York City time, on January 31, 2013, the record date. Pursuant to the terms of
this offering, the rights may only be exercised for a maximum of 10,416 Units, or $2.5 million of gross subscription proceeds.

         Each subscription right entitles the holder to subscribe for one Unit at the subscription price of $240.00 per Unit, which we refer to as
the basic subscription right. In addition, rights holders who fully exercise their basic subscription rights will be entitled, subject to limitations,
to subscribe for additional Units that remain unsubscribed as a result of any unexercised basic subscription rights, which we refer to as the
over-subscription right, at the subscription price of $240.00 per Unit.

         There is no minimum number of Units you must purchase, but you may not purchase fractional Units. When determining the number
of subscription rights you will receive, divide the number of shares of our common stock you own by 12,756, the number of shares of our
Series A Convertible Preferred Stock you own by 638 and the number of shares of our Series B Convertible Preferred Stock you own by 638
and round down the sum of those amounts to the next whole number. For example, if you own 100,000 shares of our common stock, 10,000
shares of our Series A Convertible Preferred Stock and 10,000 shares of our Series B Convertible Preferred Stock, you will receive 39
subscription rights (100,000 shares of common stock divided by 12,756 = 7.84, 10,000 shares of Series A Convertible Preferred Stock divided
by 638 = 15.68, 10,000 shares of Series B Convertible Preferred Stock divided by 638 = 15.68, which sum = 39.20, rounded down to 39
subscription rights, the next whole number), which will entitle you to subscribe for up to 39 Units under your basic subscription privilege.

        This rights offering was designed to give all of the holders of our capital stock the opportunity to participate in an equity investment in
InsPro Technologies Corporation on substantially the same economic terms as our last private placement in November 2012.

          The subscription rights will expire if they are not exercised by 5:00 p.m., New York City time, on March 14, 2013, unless we extend
the rights offering period. Our board of directors may cancel the rights offering at any time prior to the expiration of the rights offering for any
reason and may extend or amend the rights offering for any reason. In the event we cancel the rights offering, all subscription payments
received by us will be returned, without interest or penalty, as soon as practicable.


                                                                          4
        The subscription rights may not be sold, transferred or assigned, and will not be listed for trading on any stock exchange or on the
Over-the-Counter Bulletin Board, the OTCBB.

          You should carefully consider whether to exercise your subscription rights before the expiration date. All exercises of subscription
rights are irrevocable. This is not an underwritten offering. The Units are being offered directly by us without the services of an underwriter or
selling agent. Our board of directors is making no recommendation regarding your exercise of the subscription rights.

         Our common stock is quoted on the OTCBB under the symbol “ITCC.OB.”

         The average of the bid and asked prices of our common stock on the OTCBB on January 31, 2013 was $0.07 per share.

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD READ THIS ENTIRE PROSPECTUS
CAREFULLY, INCLUDING THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 18.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                                   The date of this prospectus is       , 2013


                                                                        5
                                                          TABLE OF CONTENTS

                                                                                                                                         Page

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS                                                                                          7

QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING                                                                                               8

PROSPECTUS SUMMARY                                                                                                                           15

RISK FACTORS                                                                                                                                 18

THE RIGHTS OFFERING                                                                                                                          28

USE OF PROCEEDS                                                                                                                              36

DILUTION                                                                                                                                     36

CAPITALIZATION                                                                                                                               37

DESCRIPTION OF SECURITIES                                                                                                                    37

MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS                                                                                  39

BUSINESS                                                                                                                                     40

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                                                                                    44

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS                                                                                 55

EXECUTIVE COMPENSATION                                                                                                                       58

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                                                                               63

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS                                                                     66

PLAN OF DISTRIBUTION                                                                                                                         67

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS                                                                                              67

EXPERTS                                                                                                                                      73

TRANSFER AGENT AND REGISTRAR                                                                                                                 73

LEGAL MATTERS                                                                                                                                73

WHERE YOU CAN FIND MORE INFORMATION                                                                                                          73

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES                                                          73

FINANCIAL STATEMENTS                                                                                                                        F-1

          You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information
different from the information contained in this prospectus. We will not make an offer to sell these securities in any jurisdiction where offers
and sales are not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of when
this prospectus is delivered or when any sale of our common stock occurs. All dollar amounts in this prospectus are in U.S. dollars unless
otherwise stated.
        In this prospectus, unless the context specifically indicates otherwise, all references to “the Company,” “we,” “us,” and “our” refer to
InsPro Technologies Corporation and its subsidiaries.


                                                                       6
                               CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

          Certain of the statements contained in this prospectus, including in the sections entitled “Questions and Answers About the Rights
Offering,” “Prospectus Summary,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business”
and elsewhere in this report are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on management’s current expectations and
are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained in the
forward-looking statements. The forward-looking statements herein include, among others, statements addressing management’s views with
respect to future financial and operating results and costs associated with the Company’s operations and other similar statements. Various
factors, including competitive pressures, market interest rates, regulatory changes, customer defaults or insolvencies, litigation, acquisition of
businesses that do not perform as we expect or that are difficult for us to integrate or control, adverse resolution of any contract or other
disputes with customers, could cause actual outcomes and results to differ materially from those described in forward-looking statements.

          The words “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue” and similar expressions may identify
forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. While we
believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, we caution you that these statements
are based on a combination of facts and factors currently known by us and projections of the future about which we cannot be certain. Many
factors, including general business and economic conditions, affect our ability to achieve our objectives. As a result of these factors, we cannot
assure you that the forward-looking statements in this prospectus will prove to be accurate. In addition, if our forward-looking statements prove
to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not
regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified
time frame, if at all. We may not update these forward-looking statements, even though our situation may change in the future.


                                                                        7
                                        QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING

         The following are examples of what we anticipate will be common questions about the rights offering. The answers are based on
selected information included elsewhere in this prospectus. The following questions and answers do not contain all of the information that may
be important to you and may not address all of the questions that you may have about the rights offering. This prospectus contains more
detailed descriptions of the terms and conditions of the rights offering and provides additional information about us and our business, including
potential risks related to the rights offering, the Units, and our business.

What is the rights offering?

          We are distributing, at no charge, to holders of our shares of capital stock, non-transferable subscription rights to subscribe for Units
consisting of 80 shares of our Series B Convertible Preferred Stock and a five-year warrant to purchase 800 additional shares of our common
stock at an exercise price of $0.15 per share. You will receive one subscription right for every 12,756 shares of our common stock, 638 shares
of Series A Convertible Preferred Stock and 638 shares of Series B Convertible Preferred Stock held of record by you as of 5:00 p.m., New
York City time, on January 31, 2013, the record date. Each subscription right entitles the holder to a basic subscription right and an
over-subscription privilege, which are described below. The shares of preferred stock and the warrant to be issued as components of the Units
in the rights offering do not currently trade on the OTCBB or on any other exchange, and are only transferable to the extent permitted in the
instruments governing such securities.

What is the basic subscription right?

        The basic subscription right gives our stockholders the opportunity to purchase Units at a subscription price of $240.00 per Unit for
each 12,756 shares of common stock, 638 shares of Series A Convertible Preferred Stock and 638 shares of Series B Convertible Preferred
Stock you own. We have granted to you, as a stockholder of record on the record date, one subscription right for each 12,756 shares of our
common stock, 638 shares of Series A Convertible Preferred Stock and 638 shares of Series B Convertible Preferred Stock you owned at that
time.

         There is no minimum number of Units you must purchase, but you may not purchase fractional Units. When determining the number
of subscription rights you will receive, divide the number of shares of our common stock you own by 12,756, the number of shares of Series A
Convertible Preferred Stock you own by 638 and the number of shares of Series B Convertible Preferred Stock you own by 638, and round
down the sum of those amounts to the next whole number. For example, if you own 100,000 shares of our common stock, 10,000 shares of our
Series A Convertible Preferred Stock and 10,000 shares of our Series B Convertible Preferred Stock, you will receive 39 subscription rights
(100,000 shares of common stock divided by 12,756 = 7.84, 10,000 shares of Series A Convertible Preferred Stock divided by 638 = 15.68,
10,000 shares of Series B Convertible Preferred Stock divided by 638 = 15.68, which sum = 39.20, rounded down to 39 subscription rights, the
next whole number), which will entitle you to subscribe for up to 39 Units under your basic subscription privilege.

         You may exercise all or a portion of your basic subscription right, or you may choose not to exercise any subscription rights at all.
However, if you exercise less than your full basic subscription right, you will not be entitled to purchase shares under your over-subscription
privilege.

         If you hold an InsPro Technologies Corporation stock certificate, the number of Units you may purchase pursuant to your basic
subscription right is indicated on the enclosed rights certificate. If you hold your shares in the name of a broker, dealer, custodian bank or other
nominee who uses the services of the Depository Trust Company (DTC), you will not receive a rights certificate. Instead, DTC will issue one
subscription right to your nominee record holder for each 12,756 shares of our common stock, 638 shares of Series A Convertible Preferred
Stock and 638 shares of Series B Convertible Preferred Stock that you own at the record date. If you are not contacted by your nominee, you
should contact your nominee as soon as possible.


                                                                         8
What is the over-subscription privilege?

         In the event that you purchase all of the Units available to you pursuant to your basic subscription right, you may also choose to
purchase any Units that are not purchased by our other stockholders through the exercise of their basic subscription rights. You should indicate
on your rights certificate, or the form provided by your nominee if your shares are held in the name of a nominee, how many additional Units
you would like to purchase pursuant to your over-subscription privilege.

         If sufficient Units are available, we will seek to honor your over-subscription request in full. If, however, over-subscription requests
exceed the number of Units available, we will allocate the available Units pro rata among the stockholders exercising the over-subscription
privilege in proportion to the number of shares of capital stock owned by such stockholder on the record date, relative to the number of shares
owned on the record date by all stockholders exercising the over-subscription privilege. If this pro rata allocation results in any stockholder
receiving a greater number of Units than the stockholder subscribed for pursuant to the exercise of the over-subscription privilege, then such
stockholder will be allocated only that number of Units for which the stockholder oversubscribed, and the remaining Units will be allocated
among all other stockholders exercising the over-subscription privilege on the same pro rata basis described above. The proration process will
be repeated until all Units have been allocated.

          In order to properly exercise your over-subscription privilege, you must deliver the subscription payment related to your
over-subscription privilege prior to the expiration of the rights offering. Because we will not know the total number of unsubscribed Units prior
to the expiration of the rights offering, if you wish to maximize the number of Units you purchase pursuant to your over-subscription privilege,
you will need to deliver payment in an amount equal to the aggregate subscription price for the maximum number of Units that may be
available to you (i.e., for the maximum number of Units available to you, assuming you exercise all of your basic subscription rights and are
allotted the full amount of your over-subscription). See “The Rights Offering — The Subscription Rights — Over-Subscription Privilege.”

         Any excess subscription payments received by us will be returned, without interest or penalty, as soon as practicable.

Why are we conducting the rights offering?

         We are conducting the rights offering for the primary purpose of providing all of the holders of our capital stock the opportunity to
participate in an equity investment in InsPro Technologies Corporation on substantially the same economic terms as our last private placement
in November 2012 and secondarily of raising equity capital to improve our capital position, to inject additional capital into InsPro Technologies
Corporation and to retain the remainder of any proceeds at InsPro Technologies Corporation for general corporate purposes. See “Use of
Proceeds.”

         This rights offering, including the composition and price of the Units, was designed to give all of the holders of our capital stock the
opportunity to participate in an equity investment in InsPro Technologies Corporation on substantially the same economic terms as our last
private placement in November 2012.

How was the $240.00 per Unit subscription price determined?

          The $240.00 per Unit subscription price was determined by our board of directors based on the per share value of the Series B
Convertible Preferred Stock and warrants (considered in the aggregate) purchased by investors in our last private placement in November 2012.
In November 2012, we sold units, consisting of one share of our Series B Convertible Preferred Stock (each share of which is convertible, at
the sole option of the holder, into 20 shares of our common stock) and one five-year warrant to purchase 10 shares of our common stock, at a
per unit price of $3.00. We sold a total of 499,999 units in that offering for an aggregate purchase price of $1.5 million.


                                                                       9
        In determining the subscription price, our board of directors considered the overall economic value offered to investors in InsPro
Technologies Corporation in the last private placement. If an investor had invested in the last private placement, for every $240.00 invested,
such investor would have received 80 shares of Series B Convertible Preferred Stock and warrants to purchase 800 additional shares of our
common stock at an exercise price of $0.15 per share. As a result, the Units offered in this rights offering consist of 80 shares of our Series B
Convertible Preferred Stock and a warrant to purchase 800 shares of our common stock at a price per Unit of $240.00.

         We did not seek or obtain an opinion of financial advisors in establishing the subscription price. The subscription price will not
necessarily be related to our book value, tangible book value, net worth or any other established criteria of fair value.

What are the material terms of the Series B Convertible Preferred Stock offered in this rights offering?

         Each share of Series B Convertible Preferred Stock offered in this rights offering is convertible, at the sole discretion of each holder of
preferred stock, into 20 shares of common stock, subject to certain adjustments. The holders of shares of our Series B Convertible Preferred
Stock are entitled to vote, with respect to any question upon which holders of our common stock are entitled to vote, together with the holders
of common stock as one class on an as-converted basis. At such time, if any, as our board of directors declares a dividend or distribution on the
common stock, the holders of preferred stock shall be entitled to receive, for each share of Series B Convertible Preferred Stock held by them, a
dividend or distribution in an amount equal to what such holder of preferred stock would receive if their shares were converted into shares of
common stock. We do not currently intend to pay any cash dividends to the holders of shares of our common stock.

         In addition, upon the liquidation, sale or merger of InsPro Technologies Corporation, each share of our Series B Convertible Preferred
Stock is entitled to receive an amount equal to the greater of (A) a liquidation preference equal to the preferred stock original issue price,
subject to certain customary adjustments, or (ii) the amount such preferred stock would receive if it participated pari passu with the holders of
our common stock on an as-converted basis. For so long as any shares of Series B Convertible Preferred Stock are outstanding, the vote or
consent of the holders of at least two-thirds of the shares of preferred stock is required to approve (Y) any amendment to our certificate of
incorporation or bylaws that would adversely alter the voting powers, preferences or special rights of the Series B Convertible Preferred Stock
or (Z) any amendment to our certificate of incorporation to create any shares of capital stock that rank senior to the Series B Convertible
Preferred Stock. In addition to the voting rights described above, for so long as 1,000,000 shares of Series B Convertible Preferred Stock are
outstanding, the vote or consent of the holders of at least two-thirds of the preferred stock is required to effect or validate any merger, sale of
substantially all of the assets of InsPro Technologies Corporation or other fundamental transaction, unless such transaction, when
consummated, will provide the holders of preferred stock with an amount per share equal to the preferred stock original issue price plus any
declared but unpaid dividends.

What are the material terms of the warrants offered in this rights offering?

          The warrants that we are offering in this rights offering are in substantially similar form to those warrants purchased by investors in
the last private placement in November 2012. Each warrant issued as a component of the Units will be a five-year warrant to purchase 800
shares of our common stock at an exercise price of $0.15 per share, subject to our right to call the warrant under certain conditions. The
warrants include full ratchet anti-dilution adjustment provisions for issuances of securities below $0.15 per share during the first two years
following the date of issuance of the warrants, subject to customary exceptions.

Am I required to exercise all of the subscription rights I receive in the rights offering?

         No. You may exercise any number of your subscription rights, or you may choose not to exercise any subscription rights. If you do not
exercise any subscription rights, the number of shares of our common stock you own will not change. However, if you choose not to exercise
your subscription rights, your ownership interest in InsPro Technologies Corporation may be diluted by other stockholder purchases (to the
extent we receive any subscriptions in this rights offering). In addition, if you do not exercise your basic subscription right in full, you will not
be entitled to participate in the over-subscription privilege. See “Risk Factors — If you do not exercise your subscription rights, your
percentage ownership in InsPro Technologies Corporation will be diluted.”


                                                                          10
How soon must I act to exercise my subscription rights?

         If you received a rights certificate and elect to exercise any or all of your subscription rights, we must receive your completed and
signed rights certificate and payments prior to the expiration of the rights offering, which is March 14, 2013, at 5:00 p.m., Eastern Time. If you
hold your shares in the name of a broker, dealer, custodian bank or other nominee, your nominee may establish a deadline prior to 5:00 p.m.
Eastern Time, on March 14, 2013 by which you must provide it with your instructions to exercise your subscription rights. Although our board
of directors may, in its discretion, extend the expiration of the rights offering, we currently do not intend to do so. Our board of directors may
cancel or amend the rights offering at any time. In the event that the rights offering is cancelled, all subscription payments received will be
returned, without interest or penalty, as soon as practicable.

         Although we will make reasonable attempts to provide this prospectus to our stockholders, the rights offering and all subscription
rights will expire at 5:00 p.m., Eastern Time on March 14, 2013, whether or not we have been able to locate each person entitled to subscription
rights.

May I transfer my subscription rights?

      No. You may not sell, transfer or assign your subscription rights to anyone. Subscription rights will not be listed for trading on the
OTCBB or any other stock exchange or market. Rights certificates may only be completed by the stockholder who receives the certificate.

Are we requiring a minimum subscription to complete the rights offering?

         No. There is no individual minimum purchase requirement in the rights offering and we are not requiring a minimum subscription to
complete the rights offering. However, because we are not issuing fractional Units, you must own at least 12,756 shares of our common stock,
638 shares of our Series A Convertible Preferred Stock or 638 shares of our Series B Convertible Preferred Stock as of the record date in order
to subscribe for one Unit in the rights offering.

         In addition, our board of directors reserves the right to cancel the rights offering for any reason.

Can the board of directors cancel, amend or extend the rights offering?

          Yes. Our board of directors may decide to cancel, amend or terminate the rights offering at any time before the expiration of the rights
offering and for any reason. If our board of directors cancels or terminates the rights offering, any money received from subscribing
stockholders will be returned, without interest or penalty, as soon as practicable. We also reserve the right to amend or modify the terms of the
rights offering. We further have the right to extend the rights offering and the time for exercising your subscription rights, although we do not
presently intend to do so.

Has our board of directors made a recommendation to our stockholders regarding the rights offering?

         No. Our board of directors is making no recommendation regarding your exercise of the subscription rights. Stockholders who
exercise subscription rights risk investment loss on new money invested. There is currently no public market for our shares of Series B
Convertible Preferred Stock. You are urged to make your decision based on your own assessment of our business and financial condition, our
prospects for the future, the terms of the rights offering and the information contained in, or incorporated by reference into, this prospectus. See
“Risk Factors” for a discussion of some of the risks involved in investing in our common stock.


                                                                         11
How do I exercise my subscription rights if I own shares in certificate form?

        If you hold an InsPro Technologies Corporation stock certificate and you wish to participate in the rights offering, you must take the
following steps:

             deliver payment to us before 5:00 p.m., Eastern Time, on March 14, 2013; and

             deliver a properly completed and signed rights certificate to us before 5:00 p.m., Eastern Time, on March 14, 2013.

In certain cases, you may be required to provide additional documentation or signature guarantees.

         Please follow the delivery instructions on the rights certificate. You are solely responsible for completing delivery to us of your
subscription documents, rights certificate and payment. We urge you to allow sufficient time for delivery of your subscription materials to us so
that they are received by us by 5:00 p.m., Eastern Time, on March 14, 2013. WE WILL NOT ACCEPT ANY SUBSCRIPTIONS THAT
WE RECEIVE AFTER THIS TIME.

         If you send a payment that is insufficient to purchase the number of Units you request, or if the number of Units you request is not
specified in the forms, the payment received will be applied to exercise your subscription rights to the fullest extent possible based on the
amount of the payment received, subject to the availability of Units under the over-subscription privilege and the elimination of fractional
Units.

What should I do if I want to participate in the rights offering, but my shares are held in the name of a broker, dealer, custodian bank or other
nominee?

          If you hold your shares of common stock through a broker, dealer, custodian bank or other nominee, then your nominee is the record
holder of the shares you own. The record holder must exercise the subscription rights on your behalf. If you wish to purchase Units through the
rights offering, you should contact your broker, dealer, custodian bank or nominee as soon as possible. Please follow the instructions of your
nominee. Your nominee may establish a deadline that may be before the expiration date that we have established for the rights offering.

When will I receive my new shares and warrants?

          If you purchase Units in the rights offering you will receive your new shares and warrants as soon as practicable after the closing of
the rights offering.

After I send in my payment and rights certificate, may I cancel my exercise of subscription rights?

          No. All exercises of subscription rights are irrevocable unless the rights offering is terminated, even if you later learn information that
you consider to be unfavorable to the exercise of your subscription rights. You should not exercise your subscription rights unless you are
certain that you wish to purchase Units in the rights offering.

Are there any conditions to completing the rights offering?

         No, there are no conditions to completion of the rights offering.

What effects will the rights offering have on our outstanding Series B Convertible Preferred Stock and warrants?

          As of January 31, 2013, we had 3,297,378 shares of Series B Convertible Preferred Stock and 92,020,447 warrants to purchase shares
of common stock issued and outstanding. The number of shares of our Series B Convertible Preferred Stock and warrants that we will issue in
this rights offering through the exercise of subscription rights will depend on the number of Units that are subscribed for in the rights offering.
We could, depending on the number of Units that are subscribed for in the offering, have a maximum of 4,130,658 shares of Series B
Convertible Preferred Stock and warrants to purchase 100,353,247 shares of our common stock outstanding after completion of the rights
offering.


                                                                         12
         The issuance of Units in the rights offering will dilute, and thereby reduce, your proportionate ownership in InsPro Technologies
Corporation. If you fully exercise your basic subscription right and a certain level of your over-subscription privilege, your ownership interest
will be diluted to a lesser extent.

How much will InsPro Technologies Corporation receive from the rights offering?

         If all of the subscription rights (including all over-subscription privileges) are exercised in full by our stockholders, we expect the
gross proceeds from the rights offering to be approximately $2.5 million. If no subscription rights are exercised by our stockholders, we would
receive no proceeds from the rights offering. We are offering shares in the rights offering to stockholders with no individual minimum purchase
requirement.

Are there risks in exercising my subscription rights?

         Yes. The exercise of your subscription rights involves risks. Exercising your subscription rights involves the purchase of additional
shares of our Series B Convertible Preferred Stock and warrants to purchase our common stock and should be considered as carefully as you
would consider any other equity investment. Among other things, you should carefully consider the risks described under the heading “Risk
Factors” in this prospectus and in the documents incorporated by reference in this prospectus.

If the rights offering is not completed, will my subscription payment be refunded to me?

         Yes. We will hold all funds we receive in a segregated bank account until completion of the rights offering. If the rights offering is not
completed, all subscription payments received by us will be returned, without interest or penalty, as soon as practicable. If you own shares in
“street name,” it may take longer for you to receive your subscription payment because we will return payments through the record holder of
your shares.

What fees or charges apply if I purchase Units in the rights offering?

         We are not charging any fee or sales commission to issue subscription rights to you or to issue shares or warrants to you if you
exercise your subscription rights. If you exercise your subscription rights through a broker, dealer, custodian bank or other nominee, you are
responsible for paying any fees your record holder may charge you.

What are the material U.S. federal income tax consequences of exercising my subscription rights?

        It is the opinion of our counsel, Morgan, Lewis & Bockius LLP, that you should not recognize income or loss for U.S. federal income
tax purposes in connection with the receipt or exercise of subscription rights in the rights offering. You should consult your tax advisor as to
your particular tax consequences resulting from the rights offering. For a detailed discussion, see “Material U.S. Federal Income Tax
Considerations.”

To whom should I send my forms and payment?

          If your shares are held in the name of a broker, dealer or other nominee, then you should send your subscription documents, rights
certificate and subscription payment to that record holder. If you are the record holder, then you should send your subscription documents,
rights certificate and subscription payment by hand delivery, first class mail or courier service to:

                                                        InsPro Technologies Corporation
                                                          150 N. Radnor-Chester Road
                                                                  Suite B-101
                                                          Radnor, Pennsylvania 19087
                                                           Attn: Francis L. Gillan III


                                                                         13
         You are solely responsible for completing delivery to us of your subscription documents, rights certificate and payment. We urge you
to allow sufficient time for delivery of your subscription materials to us.

Whom should I contact if I have other questions?

        If you have any questions regarding InsPro Technologies Corporation or the rights offering, please contact Francis L. Gillan III at
(484) 654-2200. You may also contact us with questions by electronic mail at rightsoffering@inspro.com .

         If you have any questions regarding completing a rights certificate or submitting payment in the rights offering, please contact Francis
L. Gillan III at (484) 654-2200 or by electronic mail at rightsoffering@inspro.com .


                                                                       14
                                                        PROSPECTUS SUMMARY

         This summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does not
contain all of the information that you should consider before investing in our securities. You should read the entire prospectus carefully,
including the “Risk Factors” section, before making a decision to invest in our securities.

Our Business

         We are a technology company that provides software applications for use by insurance administrators in the insurance industry. Our
business focuses primarily on our InsPro Enterprise software application.

         We acquired Atiam Technologies, L.P. on October 1, 2007. This entity, which changed its name to InsPro Technologies, LLC on May
14, 2009, developed, sells and supports our InsPro Enterprise software application. InsPro Enterprise is a comprehensive, web-based insurance
administration software application, which was introduced by Atiam Technologies, L.P. (now our InsPro Technologies, LLC subsidiary) in
2004. InsPro Enterprise clients include insurance carriers and third party administrators. We market InsPro Enterprise as a licensed software
application, and we realize revenue from the sale of the software licenses, application service provider fees, software maintenance fees and
consulting and implementation services.

         During 2005 through October 1, 2007 our operations were primarily that of our former Telesales and Insurint businesses. We
effectively sold our former Telesales business in 2009 and our former Insurint business in 2010. Our former Telesales and Insurint businesses
are now classified as part of our discontinued operations.

         Our common stock has been quoted on the OTCBB since December 6, 2010 under the symbol ITCC.OB and from December 13, 2005
until December 3, 2010 under the symbol HBDT.OB.

Summary of this Rights Offering



 Securities Offered                                    We are distributing to you, at no charge, one non-transferable subscription right for
                                                       each 12,756 shares of our common stock, 638 shares of Series A Convertible Preferred
                                                       Stock and 638 shares of Series B Convertible Preferred Stock that you owned as of
                                                       5:00 p.m., Eastern Time, on January 31, 2013, the record date, either as a holder of
                                                       record or, in the case of shares held of record by brokers, dealers, custodian banks or
                                                       other nominees on your behalf, as a beneficial owner of such shares. If the rights
                                                       offering is fully subscribed, we expect the gross proceeds from the rights offering to be
                                                       approximately $2.5 million. This rights offering was designed to give all of the holders
                                                       of our capital stock the opportunity to participate in an equity investment in InsPro
                                                       Technologies Corporation on the same economic terms as the investment made by
                                                       investors in our last private placement in November 2012.

 Basic Subscription Right                              The basic subscription right will entitle you to purchase one unit at a subscription price
                                                       of $240.00. A unit consists of 80 shares of our Series B Convertible Preferred Stock
                                                       and a five-year warrant to purchase an additional 800 shares of our common stock at an
                                                       exercise price of $0.15 per share. We refer to these units throughout this prospectus as
                                                       “Units.”

                                                       There is no minimum number of Units you must purchase, but you may not purchase
                                                       fractional Units. When determining the number of subscription rights you will
                                                       receive, divide the number of shares of our common stock you own by 12,756, the
                                                       number of shares of Series A Convertible Preferred Stock you own by 638 and the
                                                       number of shares of Series B Convertible Preferred Stock you own by 638, and round
                                                       down the sum of those amounts to the next whole number. For example, if you own
                                                       100,000 shares of our common stock, 10,000 shares of our Series A Convertible
                                                       Preferred Stock and 10,000 shares of our Series B Convertible Preferred Stock, you
                                                       will receive 39 subscription rights (100,000 shares of common stock divided by 12,756
                                                       = 7.84, 10,000 shares of Series A Convertible Preferred Stock divided by 638 = 15.68,
                                                       and 10,000 shares of Series B Convertible Preferred Stock divided by 638 = 15.68,
                                                       which sum = 39.20, rounded down to 39 subscription rights, the next whole number),
which will entitle you to subscribe for up to 39 Units under your basic subscription
privilege.


              15
Over-Subscription Privilege             In the event that you purchase all of the Units available to you pursuant to your basic
                                        subscription right, you may also choose to subscribe for a portion of any Units that are
                                        not purchased by our stockholders through the exercise of their basic subscription
                                        rights. You may subscribe for these Units pursuant to your over-subscription privilege,
                                        subject to the limitations described below.

Subscription Price                      $240.00 per Unit, payable in cash. To be effective, any payment related to the exercise
                                        of a subscription right must clear prior to the expiration of the rights offering.

Record Date                             5:00 p.m., Eastern Time, on January 31, 2013.

Expiration of the Rights Offering       5:00 p.m., Eastern Time, on March 14, 2013.

Use of Proceeds                         We intend to use the proceeds of the rights offering to improve our capital position and
                                        for general corporate purposes.

Non-Transferability of Rights           The subscription rights may not be sold, transferred or assigned and will not be listed
                                        for trading on the OTCBB or on any other stock exchange or market.

No Revocation                           All exercises of subscription rights are irrevocable, even if you later learn of
                                        information that you consider to be unfavorable to the exercise of your subscription
                                        rights. You should not exercise your subscription rights unless you are certain that you
                                        wish to purchase additional Units at a subscription price of $240.00 per full Unit.

Material U.S. Federal                   It is the opinion of our counsel, Morgan, Lewis & Bockius LLP, that you should not
Income Tax Consequences                 recognize income or loss for U.S. federal income tax purposes in connection with the
                                        receipt or exercise of subscription rights in the rights offering. You should consult
                                        your own tax advisor as to the tax consequences to you of the receipt, exercise or lapse
                                        of the subscription rights in light of your particular circumstances.

Extension, Cancellation and Amendment   Although we do not presently intend to do so, we have the option to extend the rights
                                        offering and the period for exercising your subscription rights. Our board of directors
                                        may cancel the rights offering at any time prior to the expiration date of the rights
                                        offering for any reason. In the event that the rights offering is cancelled, all
                                        subscription payments received by us will be returned, without interest or penalty, as
                                        soon as practicable. We also reserve the right to amend or modify the terms of the
                                        rights offering at any time.

Procedures for Exercising Rights        To exercise your subscription rights, you must take the following steps:



                                                      16
                                                         If you are a registered holder of our capital stock, you must deliver payment and a
                                                          properly completed rights certificate to us so that we receive these items before
                                                          5:00 p.m., Eastern Time, on March 14, 2013. You may deliver the documents and
                                                          payments by hand delivery, first class mail or courier service. If first class mail is
                                                          used for this purpose, we recommend using registered mail, properly insured, with
                                                          return receipt requested.

                                                         If you are a beneficial owner of shares that are registered in the name of a broker,
                                                          dealer, custodian bank or other nominee, or if you would rather an institution
                                                          conduct the transaction on your behalf, you should instruct your broker, dealer,
                                                          custodian bank or other nominee to exercise your subscription rights on your
                                                          behalf. Please follow the instructions of your nominee, who may require that you
                                                          meet a deadline earlier than 5:00 p.m., Eastern Time, on March 14, 2013.

 Shares Outstanding                                  3,297,378 shares of our Series B Convertible Preferred Stock and warrants to purchase
 Before the Rights Offering                          92,020,447 shares of our common stock were outstanding as of January 31, 2013.

 Shares Outstanding After Completion of the          Assuming all Units are sold in the rights offering, we expect approximately 4,130,658
 Rights Offering                                     shares of our Series B Convertible Preferred Stock and warrants to purchase
                                                     100,353,247 shares of our common stock will be outstanding immediately after
                                                     completion of the rights offering.

 Fees and Expenses                                   We will pay the expenses related to the rights offering.

 The Over-the-Counter Bulletin Board                 Our shares of common stock are currently listed for trading on the OTCBB under the
                                                     ticker symbol “ITCC.OB .”

 Risk Factors                                        Before you exercise your subscription rights to purchase shares of our common stock,
                                                     you should carefully consider risks described in the section entitled “Risk Factors,”
                                                     beginning on page 18 of this prospectus.


Our Corporate Information

         Our principal executive offices are located at 150 N. Radnor-Chester Road, Suite B-101, Radnor, Pennsylvania 19087. Our telephone
number is (484) 654-2200. Our website address is www.inspro.com. The information contained on our website is not incorporated by reference
into, and does not form any part of, this prospectus.


                                                                    17
                                                                 RISK FACTORS

         Investing in our securities involves significant risks. In addition to all of the other information contained in this prospectus, you should
carefully consider the risks and uncertainties described below before deciding to invest in our common stock and preferred stock. If any of the
following risks actually occur, they may materially harm our business, our financial condition or our results of operations. In this event, the
market price of our securities could decline and you could lose all or part of your investment.

Risks Related to the Rights Offering

If you do not exercise your subscription rights, your percentage ownership in InsPro Technologies Corporation will be diluted.

         Stockholders who do not fully exercise their subscription rights should expect that they will, at the completion of this offering, own a
smaller proportional interest in our company than would otherwise be the case had they fully exercised their basic subscription and
over-subscription rights. In addition, the shares issuable upon the exercise of the warrants to be issued pursuant to this rights offering will dilute
the ownership interest of stockholders not participating in this offering or holders of warrants issued pursuant to this offering who have not
exercised them.

The subscription rights are not transferable, and there is no market for the subscription rights.

         You may not sell, give away or otherwise transfer your subscription rights. The subscription rights are only transferable by operation
of law. Because the subscription rights are non-transferable, there is no market or other means for you to directly realize any value associated
with the subscription rights.

If we terminate this offering for any reason, we will have no obligation other than to return subscription monies as soon as practicable.

          We may decide, in our sole discretion and for any reason, to cancel or terminate the rights offering at any time prior to the expiration
date. If this offering is cancelled or terminated, we will have no obligation with respect to subscription rights that have been exercised except to
return as soon as practicable, without interest, the subscription payments deposited with us. If we terminate this offering and you have not
exercised any subscription rights, such subscription rights will expire worthless.

The subscription price determined for this offering is not an indication of the fair value of our common stock.

         In determining the subscription price, our board of directors considered the overall economic value offered to investors in InsPro
Technologies Corporation in our last private placement in November 2012. If an investor had invested in these last private placement, for every
$240.00 invested, such investor would have received 80 shares of Series B Convertible Preferred Stock and warrants to purchase 800 additional
shares of our common stock at an exercise price of $0.15 per share. As a result, the Units offered in this rights offering consist of 80 shares of
our Series B Convertible Preferred Stock and a warrant to purchase 800 shares of our common stock at a price per Unit of $240.00.

          We did not seek or obtain an opinion of financial advisors in establishing the subscription price. The subscription price will not
necessarily be related to our book value, tangible book value, net worth or any other established criteria of fair value and may or may not be
considered the fair value of our common stock to be offered in the rights offering. You should not assume or expect that, after the rights
offering, our shares of common stock will trade at or above the equivalent component of the subscription price in any given time period.


                                                                         18
We will have broad discretion in the use of the net proceeds from this offering and may not use the proceeds effectively.

          Although we plan to use the proceeds of this offering for general corporate purposes, including working capital, we will not be
restricted to such use and will have broad discretion in determining how the proceeds of this offering will be used. Our discretion is not
substantially limited by the uses set forth in this prospectus in the section entitled “Use of Proceeds.” While our board of directors believes the
flexibility in application of the net proceeds is prudent, the broad discretion it affords entails increased risks to the investors in this offering.
Investors in this offering have no current basis to evaluate the possible merits or risks of any application of the net proceeds of this offering.
Our stockholders may not agree with the manner in which we choose to allocate and spend the net proceeds.

If you do not act on a timely basis and follow subscription instructions, your exercise of subscription rights may be rejected.

          Holders of subscription rights who desire to purchase Units in this offering must act on a timely basis to ensure that all required forms
and payments are actually received by us prior to 5:00 p.m., New York City time, on the expiration date, unless extended, unless delivery of the
subscription rights certificate is effected pursuant to the guaranteed delivery procedures as described below. If you are a beneficial owner of
shares of capital stock and you wish to exercise your subscription rights, you must act promptly to ensure that your broker, dealer, custodian
bank or other nominee acts for you and that all required forms and payments are actually received by your broker, dealer, custodian bank or
other nominee in sufficient time to deliver such forms and payments to us to exercise the subscription rights granted in this offering that you
beneficially own prior to 5:00 p.m., New York City time on the expiration date, as may be extended, unless delivery of the subscription rights
certificate is effected pursuant to the guaranteed delivery procedures as described below. We will not be responsible if your broker, dealer,
custodian bank or other nominee fails to ensure that all required forms and payments are actually received by us prior to 5:00 p.m., New York
City time, on the expiration date.

         If you fail to complete and sign the required subscription forms, send an incorrect payment amount, or otherwise fail to follow the
subscription procedures that apply to your exercise in this rights offering, we may, depending on the circumstances, reject your subscription or
accept it only to the extent of the payment received. We do not undertake to contact you concerning an incomplete or incorrect subscription
form or payment, nor are we under any obligation to correct such forms or payment. We have the sole discretion to determine whether a
subscription exercise properly follows the subscription procedures.

You may not receive all of the Units for which you subscribe pursuant to the over-subscription privilege.

          Holders who fully exercise their basic subscription rights will be entitled to subscribe for an additional amount of Units that are not
purchased by our other holders through the exercise of their basic subscription rights. Over-subscription rights will be allocated pro-rata among
subscription rights holders who over-subscribed, based on the number of shares of capital stock owned by such holders on the record date,
relative to the number of shares owned on the record date by all stockholders exercising the over-subscription privilege. You may not receive
any or all of the amount of Units for which you over-subscribed. If the prorated amount of Units allocated to you in connection with your
over-subscription right is less than your over-subscription request, then the excess funds held by us on your behalf will be returned to you,
without interest, as soon as practicable after the rights offering has expired and all prorating calculations and reductions contemplated by the
terms of the rights offering have been effected, and we will have no further obligations to you.

If you make payment of the subscription price by uncertified check, your check may not clear in sufficient time to enable you to purchase Units
in this rights offering.

         Any uncertified check used to pay for Units to be issued in this rights offering must clear prior to the expiration date of this rights
offering, and the clearing process may require five or more business days. If you choose to exercise your subscription rights, in whole or in
part, and to pay for Units by uncertified check and your check has not cleared prior to the expiration date of this rights offering, you will not
have satisfied the conditions to exercise your subscription rights and will not receive the Units you wish to purchase.


                                                                         19
The receipt of subscription rights may be treated as a taxable distribution to you.

          It is the opinion of our counsel, Morgan, Lewis & Bockius LLP, that the distribution of the subscription rights in this rights offering
should be a non-taxable distribution under Section 305(a) of the Internal Revenue Code of 1986, as amended, or the Code. Please see the
discussion on the “Material U.S. Federal Income Tax Considerations” below. This position is not binding on the Internal Revenue Service, or
the IRS, or the courts, however. If this rights offering is deemed to be part of a “disproportionate distribution” under Section 305(b)(2) of the
Code (or otherwise to be within one of the exceptions to Section 305(a) of the Code set forth in Section 305(b) of the Code), your receipt of
subscription rights in this offering may be treated as the receipt of a taxable distribution to you equal to the fair market value of the subscription
rights. Any such distribution would be treated as dividend income to the extent of our current and accumulated earnings and profits, if any, with
any excess being treated as a return of capital to the extent thereof and then as capital gain. Each holder of capital stock is urged to consult his,
her or its own tax advisor with respect to the particular tax consequences of this rights offering.

Absence of a public trading market for the warrants and shares of Series B Convertible Preferred Stock may limit the ability of a purchaser to
resell the warrants and/or the shares of Series B Convertible Preferred Stock.

          There is no established trading market for the warrants or the shares of our Series B Convertible Preferred Stock to be issued pursuant
to this offering, and such securities may not be widely distributed. There can be no assurance that a market will develop for the warrants or the
shares of Series B Convertible Preferred Stock. Even if a market for these securities does develop, the price of the warrants and the Series B
Convertible Preferred Stock may fluctuate and liquidity may be limited. If a market for these securities does not develop, then purchasers of the
warrants and the shares of Series B Convertible Preferred Stock may be unable to resell the securities or sell them only at an unfavorable price
for an extended period of time, if at all. Future trading prices of the warrants and shares of Series B Convertible Preferred Stock will depend on
many factors, including:

             our operating performance and financial condition;

             our ability to continue the effectiveness of the registration statement, of which this prospectus is a part, covering the warrants and
              shares of Series B Convertible Preferred Stock and the common stock issuable upon exercise or conversion of these securities;

             the interest of securities dealers in making a market; and

             the market for similar securities.

The market price of our common stock may never exceed the exercise price of the warrants issued in connection with this offering.

         The warrants being issued in connection with this offering become exercisable on their date of issuance and will expire five years
thereafter. We cannot provide you any assurance that the market price of our common stock will ever exceed the exercise price of these
warrants prior to their date of expiration. Any warrants not exercised by their date of expiration will expire worthless and we will be under no
further obligation to the warrant holder.

Since the warrants are executory contracts, they may have no value in a bankruptcy or reorganization proceeding.

         In the event a bankruptcy or reorganization proceeding is commenced by or against us, a bankruptcy court may hold that any
unexercised warrants are executory contracts that are subject to rejection by us with the approval of the bankruptcy court. As a result, holders
of the warrants may, even if we have sufficient funds, not be entitled to receive any consideration for their warrants or may receive an amount
less than they would be entitled to if they had exercised their warrants prior to the commencement of any such bankruptcy or reorganization
proceeding.


                                                                           20
Your ability to resell the securities you acquire in the rights offering may be limited by state securities laws.

         If you purchase securities in the rights offering, you may not be able to resell the securities to other persons unless the securities are
registered under the securities laws of the states in which the potential purchasers reside or exemptions from registration requirements are
available in such states. We do not intend to register any of the securities for resale in any states or jurisdictions. Consequently, you may only
be able to sell the securities in those states where exemptions are available, such as an exemption for sales to institutional investors. In addition,
in the event that the warrants to be issued in this rights offering are sold to another person, the purchaser may not be able to exercise the
warrants unless an exemption is available in the purchaser’s state of residence for the issuance of common stock upon the exercise of warrants.

Risks Relating to our Company and Industry

We have incurred significant operating losses since our inception, which we anticipate will continue for the foreseeable future.

         Since our inception, we have incurred significant operating losses. As of September 30, 2012, we had an accumulated deficit of
approximately $49.7 million. We incurred operating losses of approximately $6.9 million for the nine months ended September 30, 2012, $2.5
million net loss for the year ended December 31, 2010, $6.3 million for the year ended December 31, 2009, $9.0 million for the year ended
December 31, 2008, $14.3 million for the year ended December 31, 2007, $14 million for the year ended December 31, 2006, $3.2 million for
the year ended December 31, 2005 and approximately $1.1 million for the period from our inception on January 27, 2004 through December
31, 2004. We reported $0.5 million net income for the year ended December 31, 2011. We expect to incur significant and increasing operating
expenses and capital expenditures relating to the development of our software-related business, particularly as we pursue growth internally,
expanding our marketing efforts, and further the development of our technologies. In addition, we will continue to incur significant legal,
accounting and other expenses associated with our status as a reporting company under the Securities Exchange Act of 1934, as amended, or
the Exchange Act. As a result, we will need to generate significant revenues to achieve profitability. Even if we achieve profitability, we may
be unable to maintain or increase profitability on a quarterly or annual basis. If we are unable to achieve and then maintain profitability, the
market value of our stock will decline.

If we fail to increase our brand recognition, we may face difficulty in attracting new customers.

          We believe that establishing, maintaining and enhancing our brand in a cost-effective manner is critical to achieving widespread
acceptance of our current and future products and services and is an important element in our efforts to maintain and expand our relationships
with customers and to grow our customer base, particularly in light of the competitive nature of our business. We believe that the importance of
brand recognition will increase as competition in our market develops. Some of our competitors already have well-established brands in the
individual health and life insurance market. Successful promotion of our brand will depend largely on our ability to maintain a sizeable and
active customer base, the success of our marketing efforts and our ability to provide high quality products and reliable and useful service to our
customers. There can be no assurance that brand promotion activities will yield increased revenue, and even if they do, any increased revenue
may not offset the expenses we incur in building our brand. If we fail to successfully promote and maintain our brand, or if we incur substantial
expenses in an unsuccessful attempt to promote and maintain our brand, we may fail to attract enough new customers or retain our existing
customers to the extent necessary to realize a sufficient return on our brand-building efforts, in which case our business, financial condition and
results of operations could be materially harmed.

We may be unable to obtain additional capital when necessary or on terms that are acceptable to us, if at all.

         Since our inception, we have used significant amounts of cash in our operations and in investing activities. As of September 30, 2012,
we had a cash balance of approximately $2.1 million. We used cash in operations of approximately $0.6 million for the nine months ended
September 30, 2012, $1.5 million for the year ended December 31, 2011, $4.8 million for the year ended December 31, 2010, $5.3 million for
the year ended December 31, 2009, $8.4 million for the year ended December 31, 2008, $5.5 million for the year ended December 31, 2007,
approximately $6.5 million for the year ended December 31, 2006, $1.2 million for the year ended December 31, 2005 and approximately $0.5
million for the period from our inception on January 27, 2004 through December 31, 2004. We used cash in investing of approxi mately $0.3
million for the nine months ended September 30, 2009, $0.8 million for the year ended December 31, 2008, $1.9 million for the year ended
December 31, 2007, approximately $3.2 million for the year ended December 31, 2006, $0.3 million for the year ended December 31, 2005 and
approximately $0.2 million for the period from our inception on January 27, 2004 through December 31, 2004.


                                                                          21
          We expect that we will need significant additional cash resources to operate and expand our business in the future. Our future capital
requirements will depend on many factors, including our ability to maintain our existing cost structure and return on sales, fund obligations for
repayment of our credit facility with Silicon Valley Bank, additional capital and execute our business and strategic plans as currently
conceived. If these resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain
a credit facility. The sale of additional equity securities would result in additional dilution to our stockholders. Additional indebtedness would
result in debt service obligations and could result in operating and financing covenants that would restrict our operations. In addition, financing
might be unavailable in amounts or on terms acceptable to us, if at all.

We are substantially dependent on our InsPro software application.

         We derive a significant portion of our revenue from software license and maintenance revenue attributable to our InsPro software
application. Accordingly, our future results depend on continued market acceptance of InsPro, and any factor adversely affecting the market for
InsPro could have a material adverse effect on our business, financial condition and operating results.

We may be unsuccessful in attracting or retaining key sales, marketing and other personnel or in retaining the members of our senior
management team.

         The success of our business is dependent on our ability to attract and retain highly skilled managers and sales and marketing personnel
and to retain the members of our senior management team. Our inability to retain key personnel and attract additional qualified personnel could
harm our development and results of operations.

We may be unable to sufficiently protect our intellectual property.

         Our business and competitive positions are dependent on our ability to use and protect our proprietary technologies. Our patent
applications may not protect our technologies because, among other things:

             there is no guarantee that any pending patent applications will result in issued patents;

             we may develop additional proprietary technologies that are not patentable;

             there is no guarantee that any patent issued to us will provide us with any competitive advantage;

             there is no guarantee that any patents issued to us will not be challenged, circumvented or invalidated by third parties; and

             there is no guarantee that any patents previously issued to others or issued in the future will not have an adverse effect on our
              ability to do business.

          In addition, if we are unable to protect and control unpatented trade secrets, know-how and other technological innovation, we may
suffer competitive harm. We also rely on trade secrets, know-how and technologies that are not protected by patents to maintain our
competitive position. Trade secrets are difficult to protect. To maintain the confidentiality of trade secrets and proprietary information, we
generally seek to enter into confidentiality agreements with our employees, consultants and collaborators upon the commencement of a
relationship with us. However, we at times do not obtain these agreements, nor can we guarantee that these agreements will provide meaningful
protection, that these agreements will not be breached or that we will have an adequate remedy for any such breach. In addition, adequate
remedies may not exist in the event of unauthorized use or disclosure of this information. Others may have developed, or may develop in the
future, substantially similar or superior know-how and technologies. The loss or exposure of our trade secrets, know-how and other proprietary
information, or independent development of similar or superior know-how, could harm our business, financial condition and results of
operations.


                                                                        22
We may become subject to intellectual property rights claims in the future, which are extremely costly to defend, could require us to pay
significant damages and could limit our ability to use the affected technologies.

          Our commercial success will depend in part on not infringing the patents or proprietary rights of third parties. Third parties could
bring legal actions against us claiming damages and seeking to enjoin us from using any technology found to be in violation of a third party’s
rights. If we become involved in any litigation, it could consume a substantial portion of our resources, regardless of the outcome of the
litigation. If any of these actions are successful, in addition to any potential liability for damages, we could be required to obtain a license to
continue to use the affected technology, in which case we may be required to pay substantial fees. There can be no assurance that any such
license will be available on acceptable terms or at all.

If we are unable to satisfy regulatory requirements relating to internal controls, or if our internal controls over financial reporting are not
effective, our stock price could decline.

         As directed by Section 404 of the Sarbanes-Oxley Act of 2002, the Securities and Exchange Commission, or the Commission, adopted
rules requiring public companies to include a report of management on the company’s internal controls over financial reporting in their annual
reports required by Section 13(a) of the Exchange Act. In addition, the public accounting firm auditing the company’s financial statements
must attest to and report on management’s assessment of the effectiveness of the company’s internal controls over financial reporting. Ensuring
that we have adequate internal financial and accounting controls and procedures in place to help ensure that we can produce accurate financial
statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently. Any failure to maintain the
adequacy of our internal controls, or the resulting inability to produce accurate financial statements on a timely basis, could increase our
operating costs and harm our ability to operate our business. In addition, investor perception that our internal controls are inadequate or that we
are unable to produce accurate financial statements on a consistent basis may adversely affect our stock price.

We may be unable to manage our growth effectively.

         Our ability to compete effectively and to manage our future growth, if any, requires us to:

             continue to improve our financial and management controls and reporting systems and procedures to support the proposed
              expansion of our business operations; and

             locate or hire, at reasonable compensation rates, qualified personnel and other employees necessary to expand our capacity in
              order to accommodate the proposed expansion of our business operations.

We may be unable to find or complete strategic acquisitions of complementary businesses or technologies or to integrate acquired businesses or
technologies.

         Our business strategy includes, among other things, achieving growth through the acquisition and integration into our business of
complementary businesses or technologies. We may be unable to find additional complementary businesses or technologies to acquire. Future
acquisitions may result in substantial per share financial dilution of our common stock from the issuance of equity securities. Completion of
future acquisitions also would expose us to potential risks, including risks associated with:

             the assimilation of new operations, technologies and personnel;

             unforeseen or hidden liabilities or other unanticipated events or circumstances;

             the diversion of resources from our existing business;

             the inability to generate sufficient revenue to offset the costs and expenses of acquisitions, which may result in the impairment of
              assets acquired through acquisitions; and

             the potential loss of, or harm to, relationships with our employees and customers as a result of the integration of new businesses.


                                                                          23
Our operating results may fluctuate as a result of factors beyond our control.

        Our operating results may fluctuate significantly in the future as a result of a variety of factors, many of which are beyond our control.
These factors include, but are not limited to:

             capital expenditures for the development of our technologies;

             marketing and promotional activities and other costs;

             changes in operating expenses;

             increased competition in our market; and

             other general economic and seasonal factors.

Our business may be materially adversely impacted by U.S. and global market and economic conditions, particularly adverse conditions in the
insurance industry.

         For the foreseeable future, we expect to continue to derive most of our revenue from products and services we provide to the insurance
industry. Given the concentration of our business activities in the insurance industry, we may be particularly exposed to economic downturns in
this industry. U.S. and global market and economic conditions have been, and continue to be, disrupted and volatile. A poor economic
environment could result in significant decreases in demand for our products or could present difficulties in collecting accounts receivables
from our customers due to their deteriorating financial condition. Our existing customers may be acquired by or merged into other institutions
that use our competitors or decide to terminate their relationships with us for other reasons. As a result, our sales could decline if an existing
customer is merged with or acquired by another company or closed. All of these conditions could adversely affect our operating results and
financial position.

We may not be able to secure additional financing to support capital requirements when needed.

         We may need to raise additional funds in the future in order to fund more aggressive promotion or more rapid market penetration, to
develop new or enhanced products, to respond to competitive pressures, to make acquisitions or for other purposes. Any required additional
financing may not be available on terms favorable to us, or at all, particularly in light of current conditions in the credit markets. If adequate
funds are not available on acceptable terms, we may be unable to meet our strategic business objectives or compete effectively, and the future
growth of our business could be adversely impacted. If additional funds are raised by our issuing equity securities, stockholders may experience
dilution of their ownership and economic interests, and the newly issued securities may have rights superior to those of our common stock. If
additional funds are raised by our issuing debt, we may be subject to significant market risks related to interest rates, and operating risks
regarding limitations on our activities.

The markets for our products are highly competitive and are likely to become more competitive, and our competitors may be able to respond
more quickly to new or emerging technology and changes in customer requirements.

         Our insurance software business experiences competition from certain large hardware suppliers that sell systems and system
components to independent agencies and from small independent developers and suppliers of software, who sometimes work in concert with
hardware vendors to supply systems to independent agencies. Pricing strategies and new product introductions and other pressures from
existing or emerging competitors could result in a loss of customers or a rate of increase or decrease in prices for our services different than
past experience.


                                                                        24
          Some of our current competitors have longer operating histories, larger customer bases, greater brand recognition and significantly
greater financial and marketing resources than we do.

If we infringe on the proprietary rights of others, our business operations may be disrupted, and any related litigation could be time consuming
and costly.

          Third parties may claim that we have violated their intellectual property rights. Any of these claims, with or without merit, could
subject us to costly litigation and divert the attention of key personnel. To the extent that we violate a patent or other intellectual property right
of a third party, we may be prevented from operating our business as planned, and we may be required to pay damages, to obtain a license, if
available, to use the right or to use a non-infringing method, if possible, to accomplish our objectives. The cost of such activity could have a
material adverse effect on our business.

If a third party infringes on our proprietary rights, our business operations may be disrupted, and any related litigation could be time
consuming and costly.

        We rely on a combination of trademark, copyright and trade secret laws in the United States and other jurisdictions as well as
confidentiality procedures and contractual provisions to protect our proprietary technology and our brand.

We may be unable to compete successfully against new and existing competitors.

         We operate in a highly competitive market with few barriers to entry. We expect that competition will continue to intensify. Some of
our competitors are more established than we are, and have significantly greater financial, technical, marketing and other resources than we do.
In addition, many of our current and potential competitors can devote substantially greater resources than we can to promotion, website
development and systems development. Many of our competitors have greater name recognition and a larger customer base than we do. These
competitors may be able to respond more quickly to new or changing opportunities and customer requirements.

Technology and customer requirements evolve rapidly in our industry, and if we do not continue to develop new products and enhance our
existing products in response to these changes, our business could be harmed.

         Ongoing enhancements to our products will be required to enable us to maintain our competitive position. We may not be successful
in developing and marketing enhancements to our products on a timely basis, and any enhancements we develop may not adequately address
the changing needs of the marketplace. Overlaying the risks associated with our existing products and enhancements are ongoing technological
developments and rapid changes in customer requirements. Our future success will depend upon our ability to develop and introduce in a
timely manner new products or upgrades to our existing products that take advantage of technological advances and respond to new customer
requirements. The development of new products is increasingly complex and uncertain, which increases the risk of delays. We may not be
successful in developing new or updated products incorporating new technology on a timely basis, and any new products may not adequately
address the changing needs of the marketplace. Failure to develop new products and product enhancements that meet market needs in a timely
manner could have a material adverse effect on our business, financial condition and operating results.

Risks Relating to our Common Stock

Sales of substantial amounts of our common stock in the public market could depress the market price of our common stock.

         Our common stock currently is quoted on the OTCBB, which is a limited and illiquid market. If our stockholders sell substantial
amounts of our common stock in the public market, including the shares being registered under this registration statement and shares issuable
upon the exercise of outstanding warrants and options, or the market perceives that such sales may occur, the market price of our common
stock could fall and we may be unable to sell our common stock in the future.


                                                                         25
Our common stock may experience extreme price and volume fluctuations, which could lead to costly litigation for us and make an investment
in us less appealing.

         The market price of our common stock may fluctuate substantially due to a variety of factors, including:

             our business strategy and plans;

             changing factors related to doing business in various jurisdictions within the United States;

             new regulatory pronouncements and changes in regulatory guidelines and timing of regulatory approvals;

             general and industry-specific economic conditions;

             additions to or departures of our key personnel;

             variations in our quarterly financial and operating results;

             changes in market valuations of other companies that operate in our business segments or in our industry;

             lack of adequate trading liquidity;

             announcements about our business partners;

             changes in accounting principles; and

             general market conditions.

          The market prices of the securities of early-stage companies, particularly companies like ours without consistent product revenues and
earnings, have been highly volatile and are likely to remain highly volatile in the future. This volatility has often been unrelated to the operating
performance of particular companies. In the past, companies that experience volatility in the market price of their securities have often faced
securities class action litigation. Whether or not meritorious, litigation brought against us could result in substantial costs, divert our
management’s attention and resources and harm our financial condition and results of operations.

Our directors, executive officers and entities affiliated with them beneficially own a substantial number of shares of our common stock, which
gives them significant control over certain major decisions.

          As of January 31, 2013, our executive officers and directors and entities affiliated with them beneficially owned, in the aggregate,
approximately 81.3% of our outstanding shares of common stock, 98.6% of our outstanding shares of Series A Convertible Preferred Stock and
42.9% of our outstanding shares of Series B Convertible Preferred Stock, based on a total of 41,543,655 shares of common stock, 1,276,750
shares of Series A Convertible Preferred Stock and 3,297,378 shares of Series B Convertible Preferred Stock outstanding. These executive
officers, directors and their affiliates may have different interests than you. For example, they could act to delay or prevent a change of control
of us, even if such a change of control would benefit our other stockholders, could prevent or frustrate attempts to replace or remove current
management or could pursue strategies that are different from the wishes of other investors. This significant concentration of stock ownership
may adversely affect the trading price of our common stock due to investors’ perception that conflicts of interest may exist or arise.


                                                                         26
Transactions in which a privately-held company merges into a largely inactive company with publicly traded stock are generally closely
scrutinized by the Commission and we may encounter difficulties or delays in obtaining future regulatory approvals.

         Historically, the Commission and Nasdaq and securities exchanges have disfavored transactions in which a privately-held company
merges into a largely inactive company with publicly traded stock, and there is a significant risk that we may encounter difficulties in obtaining
the regulatory approvals necessary to conduct future financing or acquisition transactions, or to eventually achieve our common stock being
quoted on Nasdaq or listed on a securities exchange. Effective August 22, 2005, the Commission adopted rules dealing with private company
mergers into dormant or inactive public companies. As a result, it is likely that we will be scrutinized carefully by the Commission and possibly
by the National Association of Securities Dealers or Nasdaq or a national securities exchange, which could result in difficulties or delays in
achieving Commission clearance of any future registration statements or other Commission filings that we may pursue, in attracting
NASD-member broker-dealers to serve as market-makers in our stock, or in achieving admission to Nasdaq or a national securities exchange.
As a result, our financial condition and the value and liquidity of our shares may be negatively impacted.

As a stock quoted on the OTCBB, our common stock, which is deemed to be “penny stock,” currently has limited liquidity.

         Holders of shares of our common stock, which are quoted on the OTCBB, may find that the liquidity of our common stock is impaired
as compared with the liquidity of securities listed on Nasdaq or one of the national or regional exchanges in the United States. This impairment
of liquidity may result from reduced coverage of us by security analysts and news media and lower prices for our common stock than may
otherwise be attained. In addition, our common stock is deemed to be “penny stock,” as that term is defined in rules under the Exchange Act.
Penny stocks generally are equity securities that are not registered on certain national securities exchanges or quoted by Nasdaq and have a
price per share of less than $5.00. Penny stock may be difficult for investors to resell. Federal rules and regulations impose additional sales
practice requirements on broker-dealers who sell the stock to persons other than established customers and accredited investors. For
transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of these securities and
obtain the purchaser’s written consent to the transaction prior to the sale. Prior to the sale, broker-dealers must also deliver to the potential
purchaser a disclosure schedule prescribed by the Commission, describing the penny stock market and disclose the commissions payable to
both the broker-dealer and the registered representative and current quotations for the securities. Finally, broker-dealers must deliver to penny
stock investors monthly statements disclosing recent price information for penny stocks held in the account and information on the limited
market in penny stocks. These additional requirements restrict the ability of broker-dealers to sell our common stock and make it more difficult
for investors to dispose of our common stock in the secondary market and may also adversely affect the price of our common stock.


                                                                       27
                                                            THE RIGHTS OFFERING

The Subscription Rights

          We are distributing, at no charge to the holders of our capital stock non-transferable subscription rights to subscribe for units, which
we refer to throughout this prospectus as Units, consisting of 80 shares of our Series B Convertible Preferred Stock and a five-year warrant to
purchase 800 additional shares of our common stock at an exercise price of $0.15 per share. Our stockholders will receive one subscription
right for every 12,756 shares of our common stock, 638 shares of Series A Convertible Preferred Stock and 638 shares of Series B Convertible
Preferred Stock held of record as of 5:00 p.m., New York City time, on January 31, 2013, the record date. Pursuant to the ter ms of this offering,
the rights may only be exercised for a maximum of 10,416 Units, or $2.5 million of gross subscription proceeds.

         Each subscription right entitles the holder to a basic subscription right and an over-subscription privilege.

           Basic Subscription Right . With your basic subscription right, you may purchase one Unit, consisting of 80 shares of our Series B
Convertible Preferred Stock and a five-year warrant to purchase 800 additional shares of our common stock and exercise price of $0.15 per
share, subject to delivery of the required documents and payment of the subscription price of $240.00 per Unit, prior to the expiration of the
rights offering. You may exercise all or a portion of your basic subscription right, or you may choose not to exercise any of your subscription
rights. If you do not exercise your basic subscription rights in full, you will not be entitled to purchase any shares under your over-subscription
privilege. There is no minimum number of Units you must purchase, but you may not purchase fractional Units. When determining the number
of subscription rights you will receive, divide the number of shares of our common stock you own by 12,756, the number of shares of Series A
Convertible Preferred Stock you own by 638 and the number of shares of Series B Convertible Preferred Stock you own by 638, and round
down the sum of those amounts to the next whole number. For example, if you own 100,000 shares of our common stock, 10,000 shares of our
Series A Convertible Preferred Stock and 10,000 shares of our Series B Convertible Preferred Stock, you will receive 39 subscription rights
(100,000 shares of common stock divided by 12,756 = 7.84, 10,000 shares of Series A Convertible Preferred Stock divided by 638 = 15.68,
10,000 shares of Series B Convertible Preferred Stock divided by 638 = 15.68, which sum = 39.20, rounded down to 39 subscription rights, the
next whole number), which will entitle you to subscribe for up to 39 Units under your basic subscription privilege.

          Any excess subscription payments received by us will be returned, without interest, as soon as practicable following the expiration of
the rights offering.

         We will deliver certificates representing shares of our Series B Convertible Preferred Stock and warrants or credit your account at
your record holder with shares of our Series B Convertible Preferred Stock and warrants that you purchased with the basic subscription rights
as soon as practicable after the rights offering has expired.

          Over-Subscription Privilege . If you purchase all of the Units available to you pursuant to your basic subscription right, you may also
choose to purchase a portion of any Units that are not purchased by other stockholders through the exercise of their basic subscription rights. If
sufficient Units are available, we will seek to honor the over-subscription requests in full. If, however, over-subscription requests exceed the
number of Units available, we will allocate the available Units pro rata among the stockholders exercising the over-subscription privilege in
proportion to the number of shares of capital stock owned by such stockholder on the record date, relative to the number of shares owned on the
record date by all stockholders exercising the over-subscription privilege. If this pro rata allocation results in any stockholder receiving a
greater number of Units than the stockholder subscribed for pursuant to the exercise of the over-subscription privilege, then such stockholder
will be allocated only that number of Units for which the stockholder oversubscribed, and the remaining Units will be allocated among all other
stockholders exercising the over-subscription privilege on the same pro rata basis described above. The proration process will be repeated until
all Units have been allocated.

          In order to properly exercise your over-subscription privilege, you must deliver the subscription payment related to your
over-subscription privilege prior to the expiration of the rights offering. Because we will not know the total number of unsubscribed Units prior
to the expiration of the rights offering, if you wish to maximize the number of Units you purchase pursuant to your over-subscription privilege,
you will need to deliver payment in an amount equal to the aggregate subscription price for the maximum number of Units that may be
available to you (i.e., for the maximum number of Units available to you, assuming you exercise all of your basic subscription right and are
allotted the full amount of your over-subscription without reduction).


                                                                        28
         We can provide no assurances that you will actually be entitled to purchase the number of Units issuable upon the exercise of your
over-subscription right in full at the expiration of the rights offering. We will not be able to satisfy any orders for Units pursuant to the
over-subscription privilege if all of our stockholders exercise their basic subscription rights in full, and we will only honor an over-subscription
privilege to the extent sufficient Units are available following the exercise of subscription rights pursuant to the basic subscription rights.

          To the extent the aggregate subscription price of the actual number of unsubscribed Units available to you pursuant to the
over-subscription privilege is less than the amount you actually paid in connection with the exercise of the over-subscription privilege, you will
be allocated only the number of unsubscribed Units available to you, and any excess subscription payments will be returned to you, without
interest or penalty, as soon as practicable.

         To the extent the amount you actually paid in connection with the exercise of the over-subscription privilege is less than the aggregate
subscription price of the maximum number of unsubscribed Units available to you pursuant to the over-subscription privilege, you will be
allocated the number of unsubscribed Units for which you actually paid in connection with the over-subscription privilege and subject to the
elimination of any fractional Units.

           Any excess subscription payments received by us will be returned, without interest or penalty, as soon as practicable.

         We will deliver certificates representing shares of our of Series B Convertible Preferred Stock and warrants or credit the account of
your record holder with shares of our of Series B Convertible Preferred Stock and warrants that you purchased with the over-subscription
privilege as soon as practicable after the expiration of the rights offering.

Reasons for the Rights Offering

          We are engaging in the rights offering to give all of the holders of our capital stock the opportunity to participate in an equity
investment in InsPro Technologies Corporation on substantially the same economic terms as our last private placement in November 2012 and
to raise capital to improve our overall capital position. Our board of directors has chosen to raise capital through a rights offering to give our
stockholders the best opportunity to limit ownership dilution by participating in the rights offering on a pro-rata basis. In addition, this rights
offering, including the composition and price of the Unit, was designed to give all of the holders of our capital stock the opportunity to
participate in an equity investment in InsPro Technologies Corporation on substantially the same economic terms as our last private placement
in November 2012.

Effect of Rights Offering on Existing Stockholders

          The ownership interests and voting interests of the existing stockholders that do not exercise their basic subscription privileges will be
diluted. See “Questions and Answers Related to the Rights Offering.”

Method of Exercising Subscription Rights

           The exercise of subscription rights is irrevocable and may not be cancelled or modified. You may exercise your subscription rights as
follows:

         Subscription by Registered Holders . If you hold an InsPro Technologies Corporation stock certificate, the number of Units you may
purchase pursuant to your basic subscription right is indicated on the enclosed rights certificate. You may exercise your subscription rights by
properly completing and executing the rights certificate and forwarding it, together with your full payment, to us at the address set forth below
under “— Delivery of Subscription Payments,” to be received prior to 5:00 p.m., Eastern Time, on March 14, 2013.


                                                                         29
         Subscription by Beneficial Owners . If you are a beneficial owner of shares of our capital stock that are registered in the name of a
broker, custodian bank or other nominee, you will not receive a rights certificate. Instead, the DTC will issue one subscription right to the
nominee record holder for each 12,756 shares of our common stock, 638 shares of Series A Convertible Preferred Stock and 638 shares of
Series B Convertible Preferred Stock that you own at the record date. If you are not contacted by your nominee, you should promptly contact
your nominee in order to subscribe for Units in the rights offering.

Payment Method

         Payments must be made in full in U.S. currency by:

             check or bank draft payable to InsPro Technologies Corporation, drawn upon a U.S. bank; or

             wire transfer of immediately available funds to an account maintained by InsPro Technologies Corporation for purposes of this
              rights offering.

          Payment received after the expiration of the rights offering will not be honored, and we will return your payment to you, without
interest, as soon as practicable. We will be deemed to receive payment upon:

             clearance of any uncertified check deposited by us into our account designated for the rights offering;

             receipt by us of any certified check or bank draft, drawn upon a U.S. bank; or

             receipt of collected funds in our account designated for the rights offering.

          If you elect to exercise your subscription rights, we urge you to consider using a certified or cashier’s check, money order or wire
transfer of funds to ensure that we receive your funds prior to the expiration of the rights offering. If you send an uncertified check, payment
will not be deemed to have been received by us until the check has cleared. If you send a certified check or bank draft, drawn upon a U.S. bank,
or wire or transfer funds directly to our account, payment will be deemed to have been received by us immediately upon receipt of such
instruments or wire transfer.

         Any personal check used to pay for Units must clear the appropriate financial institutions prior to 5:00 p.m., Eastern Time, on March
14, 2013, which is the expiration of the rights offering. The clearinghouse may require five or more business days. Accordingly, holders that
wish to pay the subscription price by means of an uncertified personal check are urged to make payment sufficiently in advance of the
expiration of the rights offering to ensure such payment is received and clears by such date.

         You should read the instruction letter accompanying the rights certificate carefully and strictly follow it. We will not consider your
subscription received until we have received delivery of a properly completed and duly executed rights certificate and payment of the full
subscription amount. The risk of delivery of all documents and payments is borne by you or your nominee, not by InsPro Technologies
Corporation.

         The method of delivery of rights certificates and payment of the subscription amount to us will be at the risk of the holders of
subscription rights. If sent by mail, we recommend that you send those certificates and payments by overnight courier or by registered mail,
properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to us and clearance of
payment prior to the expiration of the rights offering.

          Unless a rights certificate provides that the shares of preferred stock and the warrants are to be delivered to the record holder of such
rights or such certificate is submitted for the account of a bank or a broker, signatures on such rights certificate must be guaranteed by an
“eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act.


                                                                        30
Medallion Guarantee May Be Required

          Your signature on your rights certificate must be guaranteed by an eligible institution, such as a member firm of a registered national
securities exchange or a member of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office
or correspondent in the United States, unless:

             you provide on the rights certificate that shares and warrants are to be delivered to you as record holder of those subscription
              rights; or

             you are an eligible institution.

Missing or Incomplete Subscription Information

          If you hold your shares of capital stock in the name of a custodian bank, broker, dealer or other nominee, the nominee will exercise the
subscription rights on your behalf in accordance with your instructions. Your nominee may establish a deadline that may be before the 5:00
p.m., Eastern Time March 14, 2013 expiration date that we have established for the rights offering. If you send a payment that is insufficient to
purchase the number of Units you requested, or if the number of Units you requested is not specified in the forms, the payment received will be
applied to exercise your subscription rights to the fullest extent possible based on the amount of the payment received, subject to the
availability of Units under the over-subscription privilege and the elimination of fractional Units. Any excess subscription payments received
by us will be returned, without interest, as soon as practicable following the expiration of the rights offering.

Expiration Date and Cancellation Rights

          The subscription period, during which you may exercise your subscription rights, expires at 5:00 p.m., Eastern Time, on March 14,
2013, which is the expiration of the rights offering. If you do not exercise your subscription rights prior to that time, your subscription rights
will expire and will no longer be exercisable. We will not be required to issue shares of our Series B Convertible Preferred Stock or warrants to
you if we receive your rights certificate or your subscription payment after that time. We have the option to extend the rights offering without
notice to you, although we do not presently intend to do so. We may extend the expiration of the rights offering at any time prior to the
scheduled expiration of the rights offering. If we elect to extend the expiration of the rights offering, we will issue a press release announcing
such extension no later than 9:00 a.m., Eastern Time, on the next business day after the most recently announced expiration of the rights
offering. We reserve the right to amend or modify the terms of the rights offering.

         If you hold your shares of capital stock in the name of a broker, dealer, custodian bank or other nominee, the nominee will exercise the
subscription rights on your behalf in accordance with your instructions. Please note that the nominee may establish a deadline that may be
before the 5:00 p.m., Eastern Time, March 14, 2013, expiration date that we have established for the rights offering.

          We may cancel the rights offering at any time for any reason prior to the time the rights offering expires. If we cancel the rights
offering, we will issue a press release notifying stockholders of the cancellation and all subscription payments received by us will be returned,
without interest or penalty, as soon as practicable.

Determination of Subscription Price

          The $240.00 per Unit subscription price was determined by our board of directors based on the per share value of the Series B
Convertible Preferred Stock and warrants (considered in the aggregate) purchased by investors in our last private placement in November 2012.
In November 2012, we sold units, consisting of one share of our Series B Convertible Preferred Stock (each share of which is convertible, at
the sole option of the holder, into 20 shares of our common stock) and one five-year warrant to purchase 10 shares of our common stock, at a
per unit price of $3.00. We sold a total of 499,999 units in that offering for an aggregate purchase price of $1.5 million.


                                                                        31
        In determining the subscription price, our board of directors considered the overall economic value offered to investors in InsPro
Technologies Corporation in the last private placement. If an investor had invested in the last private placement, for every $240.00 invested,
such investor would have received 80 shares of Series B Convertible Preferred Stock and warrants to purchase 800 additional shares of our
common stock at an exercise price of $0.15 per share. As a result, the Units offered in this rights offering consist of 80 shares of our Series B
Convertible Preferred Stock and a warrant to purchase 800 of our common stock at a price per Unit of $240.00.

         We did not seek or obtain an opinion of financial advisors in establishing the subscription price. The subscription price will not
necessarily be related to our book value, tangible book value, net worth or any other established criteria of fair value.

         There is currently no market for our shares of Series B Convertible Preferred Stock and, unless you choose to convert any shares of
preferred stock you purchase in this offering into shares of common stock, you will not be able to re-sell such shares. We urge you to obtain a
current quote for our common stock and perform an independent assessment of our Series B Convertible Preferred Stock and warrants before
exercising your subscription rights and to make your own assessment of our business and financial condition, our prospects for the future, and
the terms of this rights offering.

Terms of Series B Convertible Preferred Stock

         Each share of Series B Convertible Preferred Stock offered in this rights offering is convertible, at the sole discretion of each holder of
preferred stock, into 20 shares of common stock, subject to certain adjustments. The holders of shares of our Series B Convertible Preferred
Stock are entitled to vote, with respect to any question upon which holders of our common stock are entitled to vote, together with the holders
of common stock as one class on an as-converted basis. At such time, if any, as our board of directors declares a dividend or distribution on the
common stock, the holders of preferred stock shall be entitled to receive, for each share of Series B Convertible Preferred Stock held by them, a
dividend or distribution in an amount equal to what such holder of preferred stock would receive if their shares were converted into shares of
common stock. We do not currently intend to pay any cash dividends to the holders of shares of our common stock.

         In addition, upon the liquidation, sale or merger of InsPro Technologies Corporation, each share of our Series B Convertible Preferred
Stock is entitled to receive an amount equal to the greater of (A) a liquidation preference equal to the preferred stock original issue price,
subject to certain customary adjustments, or (B) the amount such preferred stock would receive if it participated pari passu with the holders of
our common stock on an as-converted basis. For so long as any shares of Series B Convertible Preferred Stock are outstanding, the vote or
consent of the holders of at least two-thirds of the shares of preferred stock is required to approve (Y) any amendment to our certificate of
incorporation or bylaws that would adversely alter the voting powers, preferences or special rights of the Series B Convertible Preferred Stock
or (Z) any amendment to our certificate of incorporation to create any shares of capital stock that rank senior to the Series B Convertible
Preferred Stock. In addition to the voting rights described above, for so long as 1,000,000 shares of Series B Convertible Preferred Stock are
outstanding, the vote or consent of the holders of at least two-thirds of the preferred stock is required to effect or validate any merger, sale of
substantially all of the assets of InsPro Technologies Corporation or other fundamental transaction, unless such transaction, when
consummated, will provide the holders of preferred stock with an amount per share equal to the preferred stock original issue price plus any
declared but unpaid dividends.

Terms of Warrants

          The warrants that we are offering in this rights offering are in substantially similar form to those warrants purchased by our investors
in the last private placement in November 2012. Each warrant issued as a component of the Units will be a five-year warrant to purchase 800 of
our common stock at an exercise price of $0.15 per share, subject to our right to call the warrant under certain conditions. The warrants include
full ratchet anti-dilution adjustment provisions for issuances of securities below $0.15 per share during the first two years following the date of
issuance of the warrants, subject to customary exceptions.


                                                                        32
Withdrawal, Amendment and Termination

         We reserve the right to withdraw the rights offering at any time for any reason. We also may amend or terminate the rights offering at
any time before its completion if our board of directors decides to do so in its sole discretion. If we terminate the rights offering, all affected
subscription rights will expire without value, and all excess subscription payments received by us will be returned, without interest, as soon as
practicable.

Delivery of Subscription Payments

          The address to which rights certificates and payments, other than wire transfers, should be mailed or delivered is provided below. If
sent by mail, we recommend that you send documents and payments by overnight courier or by registered mail, properly insured, with return
receipt requested, and that a sufficient number of days be allowed to ensure delivery.

                                                        InsPro Technologies Corporation
                                                           150 N. Radnor-Chester Rd.
                                                                   Suite B-101
                                                               Radnor, PA 19087
                                                            Attn: Francis L. Gillan III

         If you deliver subscription documents or rights certificates in a manner different than that described in this prospectus, we may not
honor the exercise of your subscription rights.

         If you have any questions regarding completing a rights certificate, submitting payment in the rights offering, or questions or requests
regarding InsPro Technologies Corporation or the rights offering in general, please call Francis L. Gillan III, at (484) 654-2200. You may also
contact us with questions by electronic mail at rightsoffering@inspro.com .

Fees and Expenses

         We will pay the fees and expenses of collecting the subscription payments and distributing the share certificates and warrants
associated with the Units. You are responsible for paying any other commissions, fees, taxes or other expenses that you may incur in
connection with the exercise of your subscription rights.

No Fractional Shares

         All Units will be sold at a purchase price of $240.00 per Unit. We will not issue fractional Units. Fractional Units resulting from the
exercise of the basic subscription rights and the over-subscription privileges will be eliminated by rounding down to the nearest whole Unit.
Any excess subscription payments received by us will be returned, without interest, as soon as practicable.

Notice to Nominees

          If you are a broker, custodian bank or other nominee holder that holds shares of our capital stock for the account of others on the
record date, you should notify the beneficial owners of the shares for whom you are the nominee of the rights offering as soon as possible to
learn their intentions with respect to exercising their subscription rights. You should obtain instructions from the beneficial owners of our
capital stock. If a registered holder of our capital stock so instructs, you should complete the rights certificate and submit it to us with the
proper subscription payment by the expiration date. You may exercise the number of subscription rights to which all beneficial owners in the
aggregate otherwise would have been entitled had they been direct holders of our capital stock on the record date, provided that you, as a
nominee record holder, make a proper showing to us by submitting the form entitled “Nominee Holder Certification,” which is provided with
your rights offering materials. If you did not receive this form, you should contact us to request a copy.


                                                                        33
Beneficial Owners

          If you are a beneficial owner of shares of our capital stock and will receive your subscription rights through a broker, custodian bank
or other nominee, we will ask your nominee to notify you of the rights offering. If you wish to exercise your subscription rights, you will need
to have your nominee act for you, as described above. To indicate your decision with respect to your subscription rights, you should follow the
instructions of your nominee. If you wish instead to obtain a separate rights certificate, you should contact your nominee as soon as possible
and request that a rights certificate be issued to you. You should contact your nominee if you do not receive notice of the rights offering, but
you believe you are entitled to participate in the rights offering. We are not responsible if you do not receive the notice by mail or otherwise
from your nominee or if you receive notice without sufficient time to respond to your nominee by the deadline established by your nominee,
which may be before the 5:00 p.m., Eastern Time, March 14, 2013, expiration date.

Non-Transferability of Subscription Rights

        The subscription rights granted to you are non-transferable and, therefore, you may not sell, transfer or assign your subscription rights
to anyone. We will not be listing shares of our Series B Convertible Preferred Stock, the warrants or the subscription rights for trading on
OTCBB or any other stock exchange or market.

Validity of Subscriptions

          We will resolve all questions regarding the validity and form of the exercise of your subscription rights, including time of receipt and
eligibility to participate in the rights offering. Our determination will be final and binding. Once made, subscriptions and directions are
irrevocable, and we will not accept any alternative, conditional or contingent subscriptions or directions. We reserve the absolute right to reject
any subscriptions or directions not properly submitted or the acceptance of which would be unlawful. You must resolve any irregularities in
connection with your subscriptions before the subscription period expires, unless waived by us in our sole discretion. We shall not be under any
duty to notify you or your representative of defects in your subscriptions. A subscription will be considered accepted, subject to our right to
withdraw or terminate the rights offering, only when a properly completed and duly executed rights certificate and any other required
documents and the full subscription payment have been received by us. Our interpretations of the terms and conditions of the rights offering
will be final and binding.

Escrow Arrangements; Return of Funds

         We will hold funds received in payment for Units in a segregated account pending completion of the rights offering. We will hold this
money in escrow until the rights offering is completed or is withdrawn and cancelled. If the rights offering is cancelled for any reason, all
subscription payments received by us will be returned, without interest or penalty, as soon as practicable.

Stockholder Rights

          You will have no rights as a holder of the shares of our Series B Convertible Preferred Stock you purchase in the rights offering until
certificates representing the shares of our Series B Convertible Preferred Stock are issued to you.

No Revocation or Change

          Once you submit the rights certificate or have instructed your nominee of your subscription request, you are not allowed to revoke or
change the exercise or request a refund of monies paid. All exercises of subscription rights are irrevocable, even if you learn information about
us that you consider to be unfavorable. You should not exercise your subscription rights unless you are certain that you wish to purchase Units
at the subscription price.


                                                                        34
Material U.S. Federal Income Tax Treatment of Rights Distribution

         It is the opinion of our counsel, Morgan, Lewis & Bockius LLP, that you should not recognize income or loss upon receipt or exercise
of these subscription rights to purchase shares of our Series B Convertible Preferred Stock and warrants for the reasons described below in
“Material U.S. Federal Income Tax Considerations.”

No Recommendation to Rights Holders

         Our board of directors is making no recommendation regarding your exercise of the subscription rights. Stockholders who exercise
subscription rights risk investment loss on new money invested. You are urged to make your decision based on your own assessment of our
business and financial condition, our prospects for the future and the terms of this rights offering. Please see “Risk Factors” for a discussion of
some of the risks involved in investing in our common and preferred stock.

Shares of Our Series B Convertible Preferred Stock and Warrants Outstanding After the Rights Offering

          As of January 31, 2013, 3,297,378 shares of our Series B Convertible Preferred Stock and warrants to purchase 92,020,447 shares of
our common stock were issued and outstanding. Assuming no other transactions by us involving our Series B Convertible Preferred Stock or
warrants, if the rights offering is fully subscribed through the exercise of the subscription rights, then an additional 833,280 shares of our Series
B Convertible Preferred Stock and warrants to purchase 8,332,800 shares of our common stock will be issued and outstanding after the closing
of the rights offering, for a total of 4,130,658 shares of Series B Convertible Preferred Stock and warrants to purchase 100,353,247 shares of
common stock outstanding.


                                                                         35
                                                              USE OF PROCEEDS

         Although the actual amount will depend on participation in the rights offering, we expect that the net proceeds from the rights offering
will be approximately $2.5 million. We intend to use the proceeds of the rights offering for general corporate and working capital purposes,
including for the purpose of funding current operations, discontinued operations and future commitments. Obtaining funding through the rights
offering will allow us additional timing flexibility before we need to raise funds through additional financings or other methods.

          To the extent that we raise less than $2.5 million in net proceeds in the rights offering, we anticipate reducing the amounts of proceeds
to be allocated to the foregoing uses on a pro rata basis.

                                                                   DILUTION

          Purchasers of Units in the rights offering (and upon exercise of the warrants issued pursuant to this rights offering) will experience an
immediate dilution of the net tangible book value per share of our common stock. Our net tangible book value as of September 30, 2012 was
approximately $1,964,279, or $0.0160 per share of our common stock (based upon 41,354,645 shares of our common stock outstanding, as
adjusted for 25,535,000 shares of common stock underlying the 1,276,750 shares of our Series A Convertible Preferred Stock and the
55,947,580 shares of common stock underlying the 2,797,379 shares of our Series B Convertible Preferred Stock outstanding). Net tangible
book value per share is equal to our total net tangible book value, which is our total tangible assets less our total liabilities, divided by the
number of shares of our outstanding common stock. Dilution per share equals the difference between the amount per share of common stock
paid by purchasers of Units in the rights offering and the net tangible book value per share of our common stock immediately after the rights
offering.

         Based on the aggregate offering of a maximum of 10,416 Units and after deducting estimated offering expenses payable by us of
approximately $81,841, and the application of the estimated $2,417,999 of net proceeds from the rights offering, our pro forma net tangible
book value as of September 30, 2012 would have been approximately $3,882,310 or $0.0278 per share. This represents an immediate increase
in pro forma net tangible book value to existing stockholders of $0.0118 per share and an immediate dilution to purchasers in the rights offering
of $0.1382 per share.

         The following table illustrates this per-share dilution (assuming a fully subscribed for rights offering of 10,416 Units at the
subscription price of $240.00 per Unit but excluding any issuance of shares of common stock to holders of warrants):

Price per Unit                                                                                                                  $         240.00
Net tangible book value per common share prior to the rights offering                                                           $         0.0160
Increase per common share attributable to the rights offering                                                                   $         0.0118
Pro forma net tangible book value per common share after the rights offering                                                    $         0.0278
Dilution in net tangible book value per common share to purchasers                                                              $         0.1382


                                                                        36
                                                              CAPITALIZATION

         The following table sets forth our capitalization, cash and cash equivalents:

             on an actual basis as of September 30, 2012; and

             on a pro forma as adjusted basis to give effect to the sale of maximum of 10,416 Units in this rights offering (but excluding any
              issuance of shares of common stock to holders of warrants), assuming a subscription price of $240.00 per Unit, and our receipt of
              the net proceeds of $2,417,999 million from that sale after deducting estimated offering expenses payable by us.

         This table should be read in conjunction with our “Management’s Discussion and Analysis or Plan of Operation” and our consolidated
financial statements and the related notes included elsewhere in this prospectus.

                                                                                                                  September 30, 2012
                                                                                                                       (Unaudited)
                                                                                                                                  Pro Forma
                                                                                                                                 As Adjusted
                                                                                                                Actual                (1)
Cash                                                                                                       $     2,091,032     $     4,509,031
Total assets                                                                                               $     6,491,972     $     8,909,971
Total liabilities                                                                                          $     4,527,693     $     5,027,661
Net tangible book value                                                                                    $     1,964,279     $     3,882,310
Total shareholders’ equity                                                                                 $     1,964,279     $     3,882,310
Total liabilities and shareholders’ equity                                                                 $     6,491,972     $     8,909,971

(1) Assumes the rights offering is fully subscribed for, of which no assurances can be given.

                                                       DESCRIPTION OF SECURITIES

         Our authorized capital stock consists of 300,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of
preferred stock, par value $0.001 per share, 3,437,500 of which are designated as Series A Convertible Preferred Stock and 5,000,000 of which
are designated as Series B Convertible Preferred Stock. As of January 31, 2013, we had 1,276,750 shares of Series A Convertible Preferred
Stock currently issued and outstanding and 300,000 shares of Series A Convertible Preferred Stock reserved for issuance underlying currently
issued and outstanding warrants. As of January 31, 2013, we had 3,297,378 shares of Series B Convertible Preferred Stock currently issued and
outstanding. As of January 31, 2013, we had 41,543,655 shares of common stock issued and outstanding, 92,020,447 shares of common stock
reserved for issuance underlying currently issued and outstanding warrants, 6,210,000 shares of common stock reserved for issuance
underlying currently issued and outstanding options, and 22,786,980 shares of common stock reserved for issuance under certain of our
existing equity compensation plans.

Common Stock

          Holders of shares of our common shares are entitled to one vote per share on all matters to be voted upon by the stockholders and are
not entitled to cumulative voting for the election of directors. Holders of common stock are entitled to receive ratably such dividends, if any, as
may be declared from time to time by our board of directors out of funds legally available therefore, subject to the rights of the preferred
stockholders. We do not currently intend to pay any cash dividends to the holders of common stock. In the event that we liquidate, dissolve or
wind up the Company, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the
preferences of preferred stockholders. Our common stock has no preemptive, conversion or other subscription rights. There are no redemption
or sinking fund provisions applicable to common shares.


                                                                        37
Series A Convertible Preferred Stock

          Each share of Series A Convertible Preferred Stock is convertible, at the sole discretion of each holder of Series A Convertible
Preferred Stock, into 20 shares of common stock, subject to certain adjustments. The holders of shares of our Series A Convertible Preferred
Stock are entitled to vote, with respect to any question upon which holders of our common stock are entitled to vote, together with the holders
of common stock as one class on an as-converted basis. At such time, if any, as our board of directors declares a dividend or distribution on the
common stock, the holders of Series A Convertible Preferred Stock shall be entitled to receive, for each share of Series A Convertible Preferred
Stock held by them, a dividend or distribution in an amount equal to what such holder of Series A Convertible Preferred Stock would receive if
their shares were converted into shares of common stock. We do not currently intend to pay any cash dividends to the holders of shares of our
common stock.

          In addition, upon the liquidation, sale or merger of InsPro Technologies Corporation, each share of our Series A Convertible 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 Series A
Convertible Preferred Stock original issue price, subject to certain customary adjustments, or (B) the amount such preferred stock would
receive if it participated pari passu with the holders of our common stock on an as-converted basis. For so long as any shares of Series A
Convertible Preferred Stock are outstanding, the vote or consent of the holders of at least two-thirds of the shares of Series A Convertible
Preferred Stock is required to approve (Y) any amendment to our certificate of incorporation or bylaws that would adversely alter the voting
powers, preferences or special rights of the Series A Convertible Preferred Stock or (Z) any amendment to our certificate of incorporation to
create any shares of capital stock that rank senior to the Series A Convertible Preferred Stock. In addition to the voting rights described above,
for so long as 1,000,000 shares of Series A Convertible Preferred Stock are outstanding, the vote or consent of the holders of at least two-thirds
of the Series A Convertible Preferred Stock is required to effect or validate any merger, sale of substantially all of the assets of InsPro
Technologies Corporation or other fundamental transaction, unless such transaction, when consummated, will provide the holders of Series A
Convertible Preferred Stock with an amount per share equal to two and a half (2.5) times the Series A Convertible Preferred Stock original
issue price.

          In the event of (a) the sale of all or substantially all of the assets of InsPro Technologies Corporation, (b) any tender offer or exchange
pursuant to which the holders of a majority of common stock exchange such shares for other securities, cash or property or (c) any
reclassification of the common stock pursuant to which the shares of common stock are effectively converted or exchanges for other securities,
cash or property, if we do not effect a dissolution within 90 days after such event, the holder of a majority of the shares of Series A Convertible
Preferred Stock may require, within 120 days of such event, to redeem all outstanding shares of Series A Convertible Preferred Stock at a price
per share equal to two and a half (2.5) times the Series A Convertible Preferred Stock original issue price, subject to certain customary
adjustments.

         Except as noted above our shares of Series A Convertible Preferred Stock have no other conversion, preemptive or other subscription
rights. There are no sinking fund provisions applicable to preferred stock.

Series B Convertible Preferred Stock

          Each share of Series B Convertible Preferred Stock is convertible, at the sole discretion of each holder of Series B Convertible
Preferred Stock, into 20 shares of common stock, subject to certain adjustments. The holders of shares of our Series B Convertible Preferred
Stock are entitled to vote, with respect to any question upon which holders of our common stock are entitled to vote, together with the holders
of common stock as one class on an as-converted basis. At such time, if any, as our board of directors declares a dividend or distribution on the
common stock, the holders of Series B Convertible Preferred Stock shall be entitled to receive, for each share of Series B Convertible Preferred
Stock held by them, a dividend or distribution in an amount equal to what such holder of Series B Convertible Preferred Stock would receive if
their shares were converted into shares of common stock. We do not currently intend to pay any cash dividends to the holders of shares of our
common stock.

          In addition, upon the liquidation, sale or merger of InsPro Technologies Corporation, each share of our Series B Convertible Preferred
Stock is entitled to receive an amount equal to the greater of (A) a liquidation preference equal to the Series B Convertible Preferred Stock
original issue price, subject to certain customary adjustments, or (B) the amount such Series B Convertible Preferred Stock would receive if it
participated pari passu with the holders of our common stock on an as-converted basis. For so long as any shares of Series B Convertible
Preferred Stock are outstanding, the vote or consent of the holders of at least two-thirds of the shares of Series B Convertible Preferred Stock is
required to approve (Y) any amendment to our certificate of incorporation or bylaws that would adversely alter the voting powers, preferences
or special rights of the Series B Convertible Preferred Stock or (Z) any amendment to our certificate of incorporation to create any shares of
capital stock that rank senior to the Series B Convertible Preferred Stock. In addition to the voting rights described above, for so long as
1,000,000 shares of Series B Convertible Preferred Stock are outstanding, the vote or consent of the holders of at least two-thirds of the Series
B Convertible Preferred Stock is required to effect or validate any merger, sale of substantially all of the assets of InsPro Technologies
Corporation or other fundamental transaction, unless such transaction, when consummated, will provide the holders of Series B Convertible
Preferred Stock with an amount per share equal to the Series B Convertible Preferred Stock original issue price, plus any declared but unpaid
dividends.


                                                                     38
         Except as noted above our shares of Series B Convertible Preferred Stock have no other conversion, preemptive or other subscription
rights. There are no sinking fund provisions applicable to Series B Convertible Preferred Stock.

Warrants

         As of January 31, 2013, there were outstanding (i) warrants to purchase up to 67,020,447 shares of our common stock at an exercise
price per share of $0.15 and (ii) warrants to purchase up to 25,000,000 shares of our common stock at an exercise price per share of $0.20.

         In connection with our private placement in March 2008, we issued to investors five-year warrants to purchase up to 6,250,000 shares
of our common stock at $0.80 per share, which warrants were subsequently adjusted following the closing of our private placement in January
2009 to provide for the purchase of up to 18,750,000 shares of our common stock at an exercise price of $0.20 per share, per the anti-dilution
provisions contained in such warrants.

          The warrants to be issued as part of the Units upon exercise of the subscription rights will contain substantially the same terms as the
warrants issued to the investors in our November 2012 private placement. Each warrant issued as a component of the Units will be a five-year
warrant to purchase 800 of our common stock at an exercise price of $0.15 per share, subject to our right to call the warrant under certain
conditions. The warrants include full ratchet anti-dilution adjustment provisions for issuances of securities below $0.15 per share during the
first two years following the date of issuance of the warrants, subject to customary exceptions.

         As of January 31, 2013, there were outstanding warrants to purchase up to 300,000 shares of our Series A Convertible Preferred Stock
at an exercise price per share of $4. 00.

         Prior to exercise, the warrants do not confer upon holders any voting or any other rights as a stockholder.

                          MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Market Information

         Our common stock has been quoted on the OTCBB since December 6, 2010 under the symbol ITCC.OB and from December 13, 2005
until December 3, 2010 under the symbol HBDT.OB. Prior to December 13, 2005, there was no active market for our common stock.

         The following table sets forth the high and low bid prices for our common stock for the periods indicated, as reported by the OTCBB.
The prices state inter-dealer quotations, which do not include retail mark-ups, mark-downs or commissions. Such prices do not necessarily
represent actual transactions.

                                                                                                          High                           Low
2011:
First quarter, ended March 31, 2011                                                        $              0.10         $                 0.05
Second quarter, ended June 30, 2011                                                        $              0.10         $                 0.02
Third quarter, ended September 30, 2011                                                    $              0.09         $                 0.02
Fourth quarter, ended December 31, 2011                                                    $             0.045         $               0.0095

2012:
First quarter, ended March 31, 2012                                                        $             0.034         $                0.010
Second quarter, ended June 30, 2012                                                        $             0.100         $                0.010
Third quarter, ended September 30, 2012                                                    $             0.100         $                0.025
Fourth quarter, ended December 31, 2012                                                    $             0.090         $                0.040

2013:
First quarter, through January 31, 2013                                                    $             0.090         $                0.040

Holders of Record

      Based on information furnished by our transfer agent, as of January 31, 2013, we had approximately 108 holders of record of o ur
common stock.

Dividends

We have not declared any cash dividends on our common stock during the last two fiscal years.
39
                                                                 BUSINESS

Overview

        Overview

         We are a technology company that provides software applications for use by insurance administrators in the insurance industry. Our
business focuses primarily on our InsPro Enterprise software application.

         We acquired Atiam Technologies, L.P. on October 1, 2007. This entity, which changed its name to InsPro Technologies, LLC on May
14, 2009, developed, sells and supports our InsPro Enterprise software application. InsPro Enterprise is a comprehensive, web-based insurance
administration software application, which was introduced by Atiam Technologies, L.P. (now our InsPro Technologies, LLC subsidiary) in
2004. InsPro Enterprise clients include insurance carriers and third party administrators. We market InsPro Enterprise as a licensed software
application, and we realize revenue from the sale of the software licenses, application service provider fees, software maintenance fees and
consulting and implementation services.

         During 2005 through October 1, 2007 our operations were primarily that of our former Telesales and Insurint businesses. We
effectively sold our former Telesales business in 2009 and our former Insurint business in 2010. Our former Telesales and Insurint businesses
are now classified as part of our discontinued operations.

InsPro Enterprise

        Product Evolution and Development

         InsPro Technologies, LLC, or InsPro Technologies, and its predecessor, Systems Consulting Associates, Inc., or SCA, was founded in
1986 by Robert J. Oakes as a programming and consulting services company. In 1988, SCA entered into a long-term contract with Provident
Mutual Insurance Company to develop, maintain, install, support and enhance IMACS, which was an insurance direct marketing and
administration software system. IMACS was the precursor of InsPro Enterprise. InsPro Technologies dedicated four years, from 2001 to 2005,
to developing its principal product, InsPro Enterprise, which is a comprehensive, scalable and modular web-based insurance marketing, claims
administration and policy servicing platform.

        Product and Services

        We offer InsPro Enterprise on both a licensed and an ASP (Application Service Provider) basis. InsPro is an insurance administration
and marketing system that supports group and individual business lines, and efficiently processes agent, direct market, worksite and web site
generated business.

         During the nine months ended September 30, 2012, we earned $8,835,150 in revenue. We earned 36% and 12% of our revenue from
our two largest InsPro clients. During 2011, we earned $9,057,816 in revenue. We earned 29% and 20% of our revenue from our two largest
InsPro clients.

         InsPro Enterprise incorporates a modular design, which enables the customer to purchase only the functionality needed, thus
minimizing the customer’s implementation cost and time necessary to implement InsPro Enterprise. InsPro Enterprise can be rapidly tailored to
the requirements of a wide range of customers from the largest insurance companies and marketing organizations to the smallest third party
administrators, operating in environments ranging from a single server environment to the mainframe installations. InsPro Enterprise currently
supports a wide range of insurance distribution channels, including the Internet, traditional direct marketing, agent-generated, individual and
group plans, worksite and association-booked business, and supports underwritten as well as guaranteed issue insurance products including
long term care, Medicare supplement, critical illness, long and short term disability, whole and term life, comprehensive major, hospital
indemnity and accidental death and dismemberment.


                                                                      40
         An InsPro Enterprise software license entitles the purchaser to a perpetual license to a copy of the InsPro Enterprise software installed
at a single client location, which may be used to drive a production and model office instance of the application. The ASP Hosting Service
enables a client to lease InsPro Enterprise, paying only for that capacity required to support their business. ASP hosting clients access an
instance of InsPro Enterprise installed on our servers located at InsPro Technologies’ offices or at a third party’s site. The ASP Hosting Service
can also enable a client to outsource its application management of its perpetually licensed InsPro Enterprise software to InsPro Technologies.

        Software maintenance fees apply to both licensed and ASP clients. Maintenance fees cover periodic updates to the application and the
InsPro Enterprise Help Desk.

         Consulting and implementation services are generally associated with the implementation of an InsPro Enterprise instance for either
an ASP or licensed client, and cover such activity as InsPro Enterprise installation, configuration, modification of InsPro Enterprise
functionality, client insurance plan set-up, client insurance document design and system documentation.

          InsPro Enterprise software agreements with our clients often involve multiple elements. We allocate revenue to each element based on
the relative fair value or the residual method, as applicable using vendor specific objective evidence to determine fair value, which is based on
prices charged when the element is sold separately. Software revenue is recognized when persuasive evidence of an arrangement exists, the
software is delivered in accordance with all terms and conditions of the customer contracts, the fee is fixed or determinable and collectability is
probable. Maintenance revenue, which pertains to post-contract customer support including technical support and unspecified when-and-if
available software upgrades, is recognized ratably over the maintenance agreement term. If fair value does not exist for any undelivered
element, revenue is not recognized until the earlier of (i) delivery of such element or (ii) when fair value of the undelivered element is
established, unless the undelivered element is a service, in which case revenue is recognized as the service is performed once the service is the
only undelivered element.

         Sales, Marketing and Operations

         InsPro Technologies markets its products and services directly to prospective insurance carriers and third party administrators via
trade shows, advertising in industry publications and direct mail.

         InsPro Technologies also provides professional services to its clients, which include InsPro Enterprise system implementation, legacy
system migration to InsPro Enterprise, InsPro Enterprise application management, web development, InsPro Enterprise help desk and 24x7
hosting service support.

Competition

         The market for insurance policy administration systems and services is very competitive, rapidly evolving, highly fragmented and
subject to technological change. Many of our competitors are more established than we are and have greater name recognition, a larger
customer base and greater financial, technical and marketing resources than InsPro Technologies.

         InsPro Technologies is focused on the senior health, disability, affinity and association segments. InsPro Technologies competes with
such concerns as International Business Machines Corporation (Genelco Software), Computer Sciences Corporation (FutureFirst), LifePro and
Fiserv Inc. (ID3), as well as with such smaller enterprises as Management Data, Inc. To compete we use best practice technologies and
methods incorporated into InsPro Enterprise, which provides customers with a user-friendly, flexible, modular and cost-effective insurance
administrative software system. We also compete on price with a typical InsPro software license fee ranging from $500,000 to $1,700,000.
InsPro Enterprise’s modular design, scalability and ASP Hosting Service option makes InsPro Enterprise a compelling insurance administrative
system from small third party administrators to the largest insurance carriers.


                                                                        41
Employees

         As of January 31, 2013 we had 80 full time employees. None of our employees are members of any labor union and we are not a party
to any collective bargaining agreement. We believe that the relationship between our management and our employees is good.

Intellectual Property and Proprietary Rights

        We rely on a combination of trademark, copyright and trade secret laws in the United States and other jurisdictions as well as
confidentiality procedures and contractual provisions to protect our proprietary technology and our brand.

Corporate Information

         We were incorporated under the laws of the state of Nevada on October 21, 2004 as Darwin Resources Corp., or Darwin-NV, an
exploration stage company engaged in mineral exploration. On November 22, 2005, Darwin-NV merged with and into its newly-formed
wholly-owned subsidiary, Darwin Resources Corp., a Delaware corporation, or Darwin-DE, solely for the purpose of changing the company’s
state of incorporation from Nevada to Delaware. On November 23, 2005, HBDC II, Inc., a newly-formed wholly-owned subsidiary of
Darwin-DE, was merged with and into Health Benefits Direct Corporation, a privately-held Delaware corporation engaged in direct marketing
and distribution of health and life insurance and related products primarily over the Internet, and the name of the resulting entity was changed
from Health Benefits Direct Corporation to HBDC II, Inc. Following this merger, Darwin-DE changed its name to Health Benefits Direct
Corporation and, as a result, HBDC II, Inc. became our wholly-owned subsidiary. On November 29, 2010, Health Benefits Direct Corporation
changed its name to InsPro Technologies Corporation.

        Our principal executive offices are located at 150 N. Radnor-Chester Road, Suite B-101, Radnor, Pennsylvania 19087. Our telephone
number is (484) 654-2200. The principal offices of our wholly-owned subsidiary, InsPro Technologies, LLC, are located at 130 Baldwin
Tower, Eddystone, PA 19022 and its web site is www.inspro.com.

Investor Information

         All periodic and current reports, registration statements and other material that we are required to file with the Securities and
Exchange Commission, or the Commission, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, may be
obtained free of charge by writing to us at InsPro Technologies Corporation, 150 N. Radnor-Chester Road, Suite B-101, Radnor, Pennsylvania
19087 or e-mailing us at finance@inspro.com . Such documents are available as soon as reasonably practicable after electronic filing of the
material with the Commission. Our Internet websites and the information contained therein or connected thereto are not intended to be
incorporated into this Annual Report on Form 10-K.

        The public may also read and copy any materials we have filed with the Commission at the Commission’s Public Reference Room at
100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. The Commission maintains an Internet site, www.sec.gov, which contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the Commission.

Properties

         We do not own any real estate.

         We lease 7,414 square feet of office space in Radnor, Pennsylvania. We lease this office space under a lease agreement with Radnor
Properties-SDC, L.P. The term of the lease commenced on November 1, 2006, and will expire on March 31, 2017. The monthly base rent
increases every 12 months, starting at approximately $13,466 and ending at approximately $21,531.


                                                                      42
        We also lease approximately 17,567 square feet of space in Eddystone, Pennsylvania. We lease this office space under a lease
agreement with BPG Officer VI Baldwin Tower L.P. The term of this lease commenced on August 1, 2007, and will expire on January 31,
2017. The monthly rent increases every 12 months, starting at approximately $8,500 and ending at approximately $27,814.

Legal Proceedings

         We are involved in various investigations, claims and lawsuits arising in the normal conduct of our business, none of which, in our
opinion, will harm our business. We cannot assure that we will prevail in any litigation. Regardless of the outcome, any litigation may require
us to incur significant litigation expense and may result in significant diversion of our attention.


                                                                      43
                               MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview

        The current operations of InsPro Technologies Corporation (the “Company”, “we”, “us” or “our”) consist of the operations of our
wholly owned InsPro Technologies, LLC subsidiary (“InsPro Technologies”).

         InsPro Enterprise is a comprehensive, web-based insurance administration software application. InsPro Enterprise was introduced by
Atiam Technologies, L.P. (now our InsPro Technologies, LLC subsidiary) in 2004. InsPro Enterprise clients include health insurance carriers
and third party administrators. We market InsPro Enterprise as a licensed software application, and we realize revenue from the sale of the
software licenses, application service provider fees, software maintenance fees and professional services.

Critical Accounting Policies

         Financial Reporting Release No. 60, which was released by the Securities and Exchange Commission (the “Commission”),
encourages all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. Our
consolidated financial statements include a summary of the significant accounting policies and methods used in the preparation of the
consolidated financial statements. Management believes the following critical accounting policies affect the significant judgments and
estimates used in the preparation of the consolidated financial statements.

           Use of Estimates - Management's Discussion and Analysis is based upon the Company’s consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these
consolidated financial statements requires our management to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates these
estimates, including those related to allowances for doubtful accounts receivable and long-lived assets such as intangible assets. Management
bases these estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis of making judgments about the carrying value of assets and liabilities that are not readily apparent from other
sources. Significant estimates in 2012 and 2011 include the allowance for doubtful accounts, stock-based compensation, the useful lives of
property and equipment and intangible assets, accrued expenses pertaining to abandoned facilities, warrant liability and revenue recognition.
Actual results may differ from these estimates under different assumptions or conditions.

         InsPro Technologies offers InsPro Enterprise on a licensed and an application service provider (“ASP”) basis. An InsPro Enterprise
software license entitles the purchaser a perpetual license to a copy of the InsPro Enterprise installed at a single client location, which may be
used to drive a production and model office instance of the application. The ASP Hosting Service enables a client to lease the InsPro
Enterprise, paying only for that capacity required to support their business. ASP clients access an instance of InsPro Enterprise installed on
InsPro Technologies’ servers located at InsPro Technologies’ office or at a third party’s site.

        Software maintenance fees apply to both licensed and ASP clients. Maintenance fees cover periodic updates to the application and the
InsPro Enterprise Help Desk.

          Professional services are generally associated with the implementation of InsPro Enterprise instance for either an ASP or licensed
client, and cover such activity as InsPro Enterprise installation, configuration, modification of InsPro Enterprise functionality, client insurance
plan set-up, client insurance document design and system documentation.

          InsPro Technologies revenue is generally recognized under ASC 985-605. For software arrangements involving multiple elements, we
allocate revenue to each element based on the relative fair value or the residual method, as applicable using vendor specific objective evidence
to determine fair value, which is based on prices charged when the element is sold separately. Software revenue accounted for under ASC
985-605 is recognized when persuasive evidence of an arrangement exists, the software is delivered in accordance with all terms and conditions
of the customer contracts, the fee is fixed or determinable and collectability is probable. Revenue related to post-contract customer support
(“PCS”), including technical support and unspecified when-and-if available software upgrades, is recognized ratably over the PCS term. Under
ASC 985-605, if fair value does not exist for any undelivered element, revenue is not recognized until the earlier of (i) delivery of such element
or (ii) when fair value of the undelivered element is established, unless the undelivered element is a service, in which case revenue is
recognized as the service is performed once the service is the only undelivered element.


                                                                        44
        We recognize revenues from software license agreements when persuasive evidence of an agreement exists, delivery of the software
has occurred, the fee is fixed or determinable, and collectability is probable. We consider fees relating to arrangements with payment terms
extending beyond one year to not be fixed or determinable and revenue for these arrangements is recognized as payments become due from the
customer. In software arrangements that include more than one InsPro Enterprise module, we allocate the total arrangement fee among the
modules based on the relative fair value of each of the modules.

          License revenue allocated to software products generally is recognized upon delivery of the products or deferred and recognized in
future periods to the extent that an arrangement includes one or more elements to be delivered at a future date and for which fair values have
not been established. Revenue allocated to maintenance agreements is recognized ratably over the maintenance term and revenue allocated to
training and other service elements is recognized as the services are performed.

         The unearned portion of the Company’s revenue, which is revenue collected or billed but not yet recognized as earned, has been
included in the consolidated balance sheet as a liability for deferred revenue.

         We review the carrying value of property and equipment and intangible assets for impairment at least annually or whenever events or
changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured
by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are
considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any,
exceeds its fair market value.

RESULTS OF OPERATIONS FOR THREE MONTHS ENDED SEPTEMBER 30, 2012 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2011

Revenues

For the three months ended September 30, 2012 (“Third Quarter 2012”), we earned revenues of $3,372,990 compared to $1,699,802 for the
three months ended September 30, 2011 (“Third Quarter 2011”), an increase of $1,673,188 or 98%. Revenues include the following:

                                                                                                              For the Three Months Ended
                                                                                                                     September 30,
                                                                                                                2012               2011

Professional services                                                                                     $     2,361,674      $      933,017
ASP revenue                                                                                                       752,525             562,374
Maintenance revenue                                                                                               258,791             197,290
Sub-leasing and other revenue                                                                                           -               7,121

Total                                                                                                     $     3,372,990      $     1,699,802


        In Third Quarter 2012 our professional services revenue increased $1,428,657 or 153% as a result of higher implementation services
         for four new clients in 2012 partially offset by lower post implementation services for existing clients. Implementation services
         included assisting clients in setting up their insurance products in InsPro Enterprise, providing modifications to InsPro Enterprise’s
         functionality to support the client’s business, interfacing InsPro Enterprise with the client’s other systems, automation of client
         correspondence to their customers and data conversion from the client’s existing systems to InsPro Enterprise. Post implementation
         services include these same services to existing clients supporting their ongoing utilization of InsPro Enterprise.


                                                                      45
        In Third Quarter 2012 our ASP revenue increased $190,151 or 34% as a result of increased fees from ongoing and recent
         implementations of InsPro Enterprise and increased fees from several existing clients. ASP hosting service enables a client to either
         lease InsPro Enterprise software, paying only for that capacity required to support their business, or for a client to outsource the
         operation of their licensed InsPro Enterprise installation to the Company. ASP hosting clients access InsPro Enterprise installed on
         the Company’s owned servers located at the Company’s office or at a third party’s site.

        In Third Quarter 2012 our maintenance revenue increased $61,501 or 31% as a result of increased fees from a client’s recently
         implemented InsPro Enterprise software partially offset by decreased fees from an existing client.

        We earned sub-leasing revenue from the sub leasing of space in our Radnor office to a third party, which is on a month to month
         basis. The Company’s sublease revenue varies month to month based on the amount of space the Company’s sub-tenant utilized.

Cost of Revenues

Our cost of revenues for Third Quarter 2012 was $3,237,929 as compared to $1,587,656 for Third Quarter 2011 for an increase of $1,650,273
or 104% as compared to Third Quarter 2011. Cost of revenues consisted of the following:

                                                                                                               For the Three Months Ended
                                                                                                                      September 30,
                                                                                                                 2012               2011

Salaries, employee benefits and related taxes                                                              $     1,677,420       $     1,131,251
Professional fees                                                                                                1,382,394               405,495
Rent, utilities, telephone and communications                                                                      115,119                85,357
Other cost of revenues                                                                                              62,996               (34,447 )
                                                                                                           $     3,237,929       $     1,587,656


        In Third Quarter 2012 our salaries, employee benefits and related taxes component of cost of revenues increased $546,169 or 48% as
         compared to Third Quarter 2011. Salaries, employee benefits and related taxes increased primarily a result of increased employee
         staffing related to the increase in the number of InsPro Technologies’ clients and to a lesser extent as a result of $220,691 of post
         employment expense pertaining to a Separation of Employment Agreement and General Release between the Company and InsPro
         Technologies’ and a former vice president of InsPro Technologies.

        In Third Quarter 2012 our professional fees component of cost of revenues increased $976,899 or 241% as compared to Third
         Quarter 2011. Professional fees increased as a result of increased utilization of several outside consulting firms, which are assisting us
         with modifications to InsPro Enterprise’s functionality and new clients’ implementation of InsPro Enterprise.

        In Third Quarter 2012 our rent, utilities, telephone and communications component of cost of revenues increased $29,762 or 35% as
         compared to Third Quarter 2011. The increase was the result of higher telephone and communications costs and higher utilities and
         building expenses pertaining to InsPro Technologies office.

        In Third Quarter 2012 our other cost of revenues component of cost of revenues increased $97,443 or 283% as compared to Third
         Quarter 2011. The increase was the result of a non recurring $160,029 expense credit in Third Quarter 2011 pertaining to the
         settlement of amounts owed to a vendor partially offset by cost reduction initiatives pertaining to computer processing. Other cost of
         revenues consisted of computer processing incurred primarily to provide ASP hosting services, hardware and software, travel and
         entertainment, and office expenses.


                                                                       46
Gross Profit (Loss)

As a result of the aforementioned factors, we reported a gross profit of $135,061 in Third Quarter 2012 as compared to a gross profit of
$112,146 in Third Quarter 2011.

Selling, General and Administrative Expenses

Our selling, general and administrative expenses for Third Quarter 2012 was $1,375,576 as compared to $1,293,373 for Third Quarter 2011 for
an increase of $82,202 or 6% as compared to Third Quarter 2011. Selling, marketing and administrative expenses consisted of the following:

                                                                                               For the Three Months Ended September 30,
                                                                                                      2012                   2011

 Salaries, employee benefits and related taxes                                             $              580,579    $            765,496
 Advertising and other marketing                                                                           84,802                  27,199
 Depreciation and amortization                                                                            255,316                 166,521
 Rent, utilities, telephone and communications                                                             99,652                  93,526
 Professional fees                                                                                        176,905                  99,199
 Other general and administrative                                                                         178,323                 141,432
                                                                                           $            1,375,577    $          1,293,373


In Third Quarter 2012 we incurred salaries, employee benefits and related taxes of $580,579 as compared to $765,496 for Third Quarter 2011,
a decrease of $184,917 or 24%. The decrease is primarily the result of lower corporate staffing.

Depreciation and amortization expense consisted of the following:

                                                                                               For the Three Months Ended September 30,
                                                                                                      2012                   2011

Amortization of intangibles acquired as a result of the InsPro acquisition                 $              86,683     $             86,684
Depreciation expense                                                                                     168,633                   79,837

 Total                                                                                     $             255,316     $            166,521


             We incurred amortization expense pertaining to the intangible assets acquired from InsPro Technologies (formerly Atiam
              Technologies, L.P.) on October 1, 2007.

             In Third Quarter 2012 we incurred depreciation expense of $168,632 as compared to $79,837 in Third Quarter 2011. The
              increase was primarily due to assets acquired on April 30, 2012, whereby InsPro Technologies entered into an Application
              Provider Hosting Agreement (“Micro Focus Agreement”) with Micro Focus (US) Inc. (“Micro Focus”). As part of the Micro
              Focus Agreement InsPro Technologies expanded its perpetual license rights to a Micro Focus software product used by InsPro
              Technologies in conjunction with hosting its InsPro Enterprise software.

In Third Quarter 2012 our professional fees increased as a result of higher legal fees associated with our Loan and Security Agreement with
Silicon Valley Bank, technology consulting expenses, human resource management consulting and accounting fees for tax preparation services.


                                                                        47
In Third Quarter 2012 our other expense increased primarily as a result of increased maintenance expense on computer hardware and software
especially costs associated with assets acquired in connection with the Micro Focus Agreement.

Loss from operations

As a result of the aforementioned factors, we reported a loss from operations of $1,240,516 in Third Quarter 2012 as compared to a loss from
operations of $1,181,227 in Third Quarter 2011.

Gain on discontinued operations

Results from discontinued operations were as follows:

                                                                                                 For the Three Months Ended September 30,
                                                                                                       2012                     2011
Revenues:
Commission and other revenue from carriers                                                   $                14,135      $               34,310
Transition policy commission pursuant to the Agreement                                                       131,579                     176,028

                                                                                                             145,714                     210,338

Operating expenses:
Other general and administrative                                                                               6,896                       11,809

                                                                                                               6,896                       11,809

  Gain from discontinued operations                                                          $               138,818      $              198,529


For Third Quarter 2012 we earned revenues from discontinued operations of $145,714 as compared to $210,338 in the Third Quarter 2011, a
decrease of $64,624 or 31%. Revenues include the following:

        In Third Quarter 2012 our commission and other revenue from carriers decreased due to the declines in our telesales call center
         produced agency business. We continue to receive commissions from carriers other than certain carriers and commissions on policies
         other than transferred policies, which were transferred to the acquirer.

        On February 20, 2009, the Company entered into and completed the sale of the agency business to eHealth Insurance Services, Inc.,
         an unaffiliated third party, pursuant to the terms of a Client Transition Agreement. In Third Quarter 2012 our transition policy
         commission pursuant to the agreement decreased due to the declines in our telesales call center produced agency business.

Total operating expenses of discontinued operations for Third Quarter 2012 was $6,896 as compared to $11,809 for Third Quarter 2011. The
primary reason for the decrease is the expiration of the lease for our former Florida office and the elimination of rent and other associated costs.

Gain from discontinued operations

As a result of the aforementioned factors, we reported a gain from discontinued operations of $138,818 or $0.00 gain from discontinued
operations per share in Third Quarter 2012 as compared to a gain from discontinued operations of $198,529 or $0.01 gain from discontinued
operations per share in Third Quarter 2011.


                                                                        48
Other income (expenses)

Effective September 30, 2012, the full ratchet anti-dilution provisions pertaining to warrants issued during 2009 and 2010 expired.
Consequently, the Company has determined that effective September 30, 2012, all of the Company’s issued and outstanding warrants qualify
for a scope exception under ASC 815-40-15 as they are indexed to the Company’s stock. Effective September 30, 2012, the Company recorded
the elimination of the warrant liability by recording a debit to warrant liability in the amount of $6,182,309 and a credit to additional paid in
capital in the amount of $6,182,309. The gain in the Third Quarter 2011 represents the mark to market adjustments for the change in fair value
of warrants, which contain provisions that adjust the exercise price of these warrants in the event we issue our common stock or other securities
convertible into our common stock at price lower than the exercise price of these warrants.

Interest income is attributable to interest-bearing cash deposits. The decrease in interest income is the result of a decline in interest rates and a
decline in cash balances.

Interest expense is attributable to interest on accounts payable, capital leases and note payable for premium financing on a portion of the
Company’s insurance coverages. The increase in interest expense is the result of an increase in notes payable for premium financing.

RESULTS OF OPERATIONS FOR NINE MONTHS ENDED SEPTEMBER 30, 2012 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2011

Revenues

For the nine months ended September 30, 2012 (“2012 To Date”), we earned revenues of $8,835,150 as compared to $5,636,023 for the nine
months ended September 30, 2011 (“2011 To Date”), an increase of $3,199,127 or 57%. Revenues include the following:

                                                                                               For the Nine Months Ended September 30,
                                                                                                 2012                          2011

Professional services                                                                   $             5,824,189            $            3,231,819
ASP revenue                                                                                           2,299,290                         1,458,578
Sales of software licenses                                                                                    -                           335,000
Maintenance revenue                                                                                     704,021                           592,365
Sub-leasing and other revenue                                                                             7,650                            18,261

Total                                                                                   $             8,835,150            $            5,636,023


             In 2012 To Date our professional services revenue increased $2,592,370 or 80% as a result of higher implementation services
              from four new clients in 2012 partially offset by lower post implementation services for existing clients. Implementation services
              included assisting clients in setting up their insurance products in InsPro Enterprise, providing modifications to InsPro
              Enterprise’s functionality to support the client’s business, interfacing InsPro Enterprise with the client’s other systems,
              automation of client correspondence to their customers and data conversion from the client’s existing systems to InsPro
              Enterprise. Post implementation services include these same services to existing clients supporting their ongoing utilization of
              InsPro Enterprise.

             In 2012 To Date our ASP revenue increased $840,712 or 57% as a result of increased fees from recent implementations of InsPro
              Enterprise to several clients and increased fees from several existing clients. ASP hosting service enables a client to either lease
              InsPro Enterprise software, paying only for that capacity required to support their business, or for a client to outsource the
              operation of their licensed InsPro Enterprise installation to the Company. ASP hosting clients access InsPro Enterprise installed
              on the Company’s owned servers located at the Company’s office or at a third party’s site.


                                                                         49
              In 2011 To Date we earned $335,000 of license fee revenue, which represented a license fee recognized upon the completion of
               the implementation of InsPro Enterprise for a client.

              In 2012 To Date our maintenance revenue increased $111,656 or 19% as a result of increased fees from a client’s recently
               implemented InsPro Enterprise software partially offset by decreased fees from an existing client.

              We earned sub-leasing revenue from the sub leasing of space in our Radnor office to third parties, which are on a month to
               month basis. The Company’s sublease revenue varies month to month based on the amount of space the Company’s sub-tenants
               utilizes. The Company’s sub-tenant ceased sub-leasing our Radnor office during the second quarter of 2012.

Cost of Revenues

Our cost of revenues for 2012 To Date was $7,844,648 as compared to $5,035,330 for 2011 To Date for an increase of $2,809,318 or 56% as
compared to 2011 To Date. Cost of revenues consisted of the following:

                                                                                               For the Nine Months Ended September 30,
                                                                                                 2012                          2011

Salaries, employee benefits and related taxes                                            $            4,327,799            $             3,364,826
Professional fees                                                                                     3,011,577                          1,191,263
Rent, utilities, telephone and communications                                                           288,331                            255,750
  Other cost of revenues                                                                                216,941                            223,491
                                                                                         $            7,844,648            $             5,035,330


              In 2012 To Date our salaries, employee benefits and related taxes component of cost of revenues increased $962,973 or 29% as
               compared to 2011 To Date. Salaries, employee benefits and related taxes increased primarily a result of increased employee
               staffing related to the increase in the number of InsPro Technologies’ clients and to a lesser extent as a result of $220,691 of post
               employment expense pertaining to a Separation of Employment Agreement and General Release between the Company and
               InsPro Technologies’ and a former vice president of InsPro Technologies recorded in Third Quarter 2012.

              In 2012 To Date our professional fees component of cost of revenues increased $1,820,314 or 153% as compared to 2011 To
               Date. Professional fees increased as a result of increased utilization of several outside consulting firms, which are assisting us
               with modifications to InsPro Enterprise’s functionality and new clients’ implementation of InsPro Enterprise.

              In 2012 To Date our rent, utilities, telephone and communications component of cost of revenues increased $32,581 or 13% as
               compared to 2011 To Date. The increase was the result of higher telephone and communications costs and higher utilities and
               building expenses pertaining to InsPro Technologies office.

              In 2012 To Date our other cost of revenues component of cost of revenues decreased $6,550 or 3% as compared to 2011 To Date.
               The decrease was the result of lower travel expenses. Other cost of revenues consisted of computer processing incurred primarily
               to provide ASP hosting services, hardware and software, travel and entertainment, and office expenses.

Gross Profit

As a result of the aforementioned factors, we reported a gross profit of $990,502 in 2012 To Date as compared to a gross profit of $600,693 in
2011 To Date.


                                                                         50
Selling, General and Administrative Expenses

Our selling, general and administrative expenses for 2012 To Date was $3,689,997 as compared to $3,665,627 for 2011 To Date for an increase
of $24,370 or 1% as compared to 2011 To Date. Selling, marketing and administrative expenses consisted of the following:

                                                                                           For the Nine Months Ended September 30,
                                                                                             2012                          2011

Salaries, employee benefits and related taxes                                        $           1,735,783            $            2,053,283
Advertising and other marketing                                                                    145,119                            81,243
Depreciation and amortization                                                                      717,072                           521,309
Rent, utilities, telephone and communications                                                      281,353                           282,363
Professional fees                                                                                  385,407                           307,856
Other general and administrative                                                                   425,264                           419,573
                                                                                     $           3,689,998            $            3,665,627


In 2012 To Date we incurred salaries, employee benefits and related taxes of $1,735,783 as compared to $2,053,283 for 2011 To Date, a
decrease of $317,500 or 16%. The decrease is primarily the result of lower corporate staffing.

Depreciation and amortization expense consisted of the following:

                                                                                                             For the Nine Months Ended
                                                                                                                    September 30,
                                                                                                              2012                2011

Amortization of intangibles acquired as a result of the InsPro acquisition                              $       260,050      $       260,052
Depreciation expense                                                                                            457,022              261,257

  Total                                                                                                 $       717,072      $       521,309


         We incurred amortization expense pertaining to the intangible assets acquired from InsPro Technologies (formerly Atiam
          Technologies, L.P.) on October 1, 2007.

         In 2012 To Date we incurred depreciation expense of $457,021 as compared to $261,257 in 2011 To Date. The increase was
          primarily due to assets acquired pursuant to the Micro Focus Agreement as described above. In addition, 2012 To Date included
          $41,896 of additional, accelerated depreciation expense as a result of InsPro Technologies’ abandonment of certain furniture and
          equipment in the second quarter of 2012 when InsPro Technologies moved into newly furnished office space in a different section of
          Baldwin Towers.

In 2012 To Date our professional fees increased as a result of higher legal fees associated with our Loan and Security Agreement with Silicon
Valley Bank, technology consulting expenses and human resource management consulting services.

In 2012 To Date our other expense decreased primarily as a result of cost reductions in our corporate areas including lower insurance costs due
to the elimination of the Company’s former Florida office.

Loss from operations

As a result of the aforementioned factors, we reported a loss from operations of $2,699,495 in 2012 To Date as compared to a loss from
operations of $3,064,934 in 2011 To Date.


                                                                        51
Gain on discontinued operations

Results from discontinued operations were as follows:

                                                                                                              For the Nine Months Ended
                                                                                                                     September 30,
                                                                                                               2012                2011
Revenues:
Commission and other revenue from carriers                                                                $       64,001       $      145,278
Transition policy commission pursuant to the Agreement                                                           374,790              564,697
Sub-lease revenue                                                                                                      -              150,100

                                                                                                                 438,791              860,075

Operating expenses:
  Salaries, employee benefits and related taxes                                                                         -              11,118
  Rent, utilities, telephone and communications                                                                         -             171,510
  Professional fees                                                                                                     -              (1,961 )
Other general and administrative                                                                                   29,697              41,374

                                                                                                                   29,697             222,041

  Gain (loss) from discontinued operations                                                                $      409,094       $      638,034


For 2012 To Date we earned revenues from discontinued operations of $438,791 as compared to $860,075 in the 2011 To Date, a decrease of
$421,284 or 49%. Revenues include the following:

        In 2012 To Date our commission and other revenue from carriers decreased due to the declines in our telesales call center produced
         agency business. We continue to receive commissions from carriers other than certain carriers and commissions on policies other than
         transferred policies, which were transferred to the acquirer.

        On February 20, 2009, the Company entered into and completed the sale of the agency business to eHealth Insurance Services, Inc.,
         an unaffiliated third party, pursuant to the terms of a Client Transition Agreement. In 2012 To Date our transition policy commission
         pursuant to the agreement decreased due to the declines in our telesales call center produced agency business.

Total operating expenses of discontinued operations for 2012 To Date was $29,697 as compared to $222,041 for 2011 To Date. The primary
reason for the decrease is the expiration of the lease for our former Florida office and the elimination of rent and other associated costs.

Gain from discontinued operations

As a result of the aforementioned factors, we reported a gain from discontinued operations of $409,094 or $0.01 gain from discontinued
operations per share in 2012 To Date as compared to a gain from discontinued operations of $638,034 or $0.02 gain from discontinued
operations per share in 2011 To Date.

Other income (expenses)

Effective September 30, 2012, the full ratchet anti-dilution provisions pertaining to warrants issued during 2009 and 2010 expired.
Consequently, the Company has determined that effective September 30, 2012, all of the Company’s issued and outstanding warrants qualify
for a scope exception under ASC 815-40-15 as they are indexed to the Company’s stock. Effective September 30, 2012, the Company recorded
the elimination of the warrant liability by recording a debit to warrant liability in the amount of $6,182,309 and a credit to additional paid in
capital in the amount of $6,182,309. The loss in 2012 To Date and the gain in the 2011 To Date represents the mark to market adjustments for
the change in fair value of warrants, which contain provisions that adjust the exercise price of these warrants in the event we issue our common
stock or other securities convertible into our common stock at price lower than the exercise price of these warrants.


                                                                       52
Interest income is attributable to interest-bearing cash deposits. The decrease in interest income is the result of a decline in interest rates and a
decline in cash balances.

Interest expense is attributable to interest on account payable, capital leases and note payable for premium financing on a portion of the
Company’s insurance coverages. The increase in interest expense is the result of an increase in the note payable for premium financing.

Net loss

As a result of these factors discussed above, we reported a net loss of $6,864,779 or $0.17 net loss per share in 2012 To Date as compared to a
net loss of $1,496,548 or $0.04 loss per share in 2011 To Date.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2012, we had a cash balance of $2,091,032 and working capital of $477,612.

Net cash used by operations was $676,379 in 2012 To Date as compared to $1,704,182 cash used in 2011 To Date. The improvement in cash
flow from operations was primarily the result of increased collections of earned and unearned revenue in 2012 as compared to 2011. Impacting
our cash flow from operations was our net loss of $6,864,779 in 2012 To Date as compared to our net loss of $1,496,548 in 2011 To Date and:

          Increases in accounts receivable of $938,141 in 2012 To Date, which are primarily the result of increased billings in 2012 To Date to
           clients primarily for professional services.

          Increases in prepaid expenses in 2012 To Date of $168,494, which are primarily the result of premium obligations for various
           insurance policies and expenditures for software maintenance agreements.

          Increases in accounts payable of $738,392 in 2012 To Date, which are primarily the result of increased utilization of outside IT
           consulting firms and the associated increase in the amounts owed to these vendors.

          Increases in deferred revenue of $1,049,539 in 2012 To Date, which are primarily the result of unearned license fees and to a lesser
           extent annual maintenance fees to various clients 2012 To Date.

          Decreases in net assets of discontinued operations of $16,185 in 2012 To Date, which are primarily the result of the collection of
           commission amounts owed pertaining to our former agency business and amounts owed from the buyer of our Insurint business.

In addition to cash used in operating activities we incurred the following non cash gain and expenses in 2012 To Date, which were included in
our net income (loss), including:

          Recorded depreciation and amortization expense of $717,072 and $521,309 in 2012 To Date and 2011 To Date, respectively.

          Recorded stock-based compensation and consulting expense of $72,632 and $250,354 in 2012 To Date and 2011 To Date,
           respectively.

          Recognized a loss on change in fair value of warrants liabilities of $4,508,078 and a gain of $929,671 in 2012 To Date and 2011 To
           Date, respectively.


                                                                         53
Net cash used by investing activities in 2012 To Date was $939,022 as compared to $98,235 in 2011 To Date. The increase is primarily the
result of the partial payments for computer software acquired from Micro Focus in connection with existing and new clients utilizing the
Company’s hosting service for InsPro Enterprise.

Net cash provided by financing activities in 2012 To Date was $4,380 as compared to cash provided in 2011 of $1,030,558.

        We entered into two notes payable to finance insurance premiums for two of the Company’s various corporate insurance coverages
         during 2012.

        InsPro Technologies has entered into various capital lease obligations to purchase equipment used for operations.

        During the first quarter of 2011 the letters of credit pertaining to the former leases for our Florida and New York offices, which were
         collateralized with assets in the form of a money market account and certificate of deposit and classified as restricted cash as of
         December 31, 2010, were terminated as a result of the expiration of these leases. As a result of the termination of these letters of
         credit the restrictions on the money market account and certificate of deposit were lifted, and $1,152,573 was reclassified from
         restricted cash to cash during the first quarter of 2011.

On October 3, 2012, the Company together with InsPro Technologies (the “Borrowers”) entered into a Loan and Security Agreement (the
“Loan Agreement”) with Silicon Valley Bank (“SVB”).

The Loan Agreement established a revolving credit facility for the Borrowers in the principal amount of up to $2,000,000 (the “Revolving
Facility”). Availability under the Revolving Facility is tied to a borrowing base formula that is based on 80% of the Borrowers’ eligible
accounts receivable, plus 20% of the aggregate unrestricted cash balanced held at SVB (the “Borrowing Base”). Advances under the Revolving
Facility may be repaid and reborrowed in accordance with the Loan Agreement. No advances were made at closing; however, an advance of
$525,000 was made on October 15, 2012. Pursuant to the Loan Agreement, the Borrowers agreed to pay to SVB the outstanding principal
amount of all advances (the “Advances”), the unpaid interest thereon, and all other obligations incurred with respect to the Loan Agreement on
October 3, 2014. Interest will accrue on the unpaid principal balance of the Advances at a floating per annum rate equal to 1% above the prime
rate. During an event of default the rate of interest will increase 5% above the otherwise applicable rate, until such event of default is cured or
waived. All accrued and unpaid interest is payable monthly on the first day of each month.

Subject to certain exceptions, the Loan Agreement contains covenants prohibiting the Borrowers from, among other things: (a) conveying,
selling, leasing, transferring or otherwise disposing of their properties or assets; (b) liquidating or dissolving; (c) engaging in any business other
than the business currently engaged in or reasonably related thereto; (d) entering into any merger or consolidation, or acquiring all or
substantially all of the capital stock or property of another entity; (e) becoming liable for any indebtedness; (f) allowing any lien or
encumbrance on any of their property; (g) paying any dividends; and (h) making payment on subordinated debt. Further, the Borrowers must
maintain a minimum “adjusted quick ratio,” tested as of the last day of each month, of at least 1.75:1.00 commencing August 31, 2012. The
adjusted quick ratio (the “AQR”) is the ratio of (x) the Borrowers’ consolidated, unrestricted cash maintained with SVB (and, for 90 days after
the closing date, maintained with PNC Bank) plus net unbilled accounts receivable to (y) the Borrowers’ liabilities to SVB plus, without
duplication, the aggregate amount of the Borrowers’ liabilities that mature within 1 year (excluding subordinated debt), minus the current
portion of deferred revenue.

The Loan is secured by a first priority perfected security interest in substantially all of the assets of the Borrowers, excluding the intellectual
property of the Borrowers. The Loan Agreement contains a negative covenant prohibiting the Borrowers from granting a security interest in
their intellectual property to any party.

Under the terms of the Loan Agreement, the Borrowing Base under the Revolving Facility was $1,563,414 and the AQR was 1.64 as of
September 30, 2012, which is below the required 1.75:1.00 AQR. The Company has notified SVB that the AQR as of September 30, 2012, is
lower than the required amount, which represented a default on the Loan Agreement by the Company. On November 13, 2012 SVB agreed to
waive the default and the Company and SVB agreed to amend the Loan Agreement to lower the Company’s requirement to maintain an AQR
of 1.75 to 1.0 to 1.50 to 1.0 commencing with the month ending November 30, 2012 and as of the last day of each month thereafter.

Off-Balance Sheet Arrangements

We do not currently have any relationships with unconsolidated entities or financial partnerships, such as entities referred to as structured
finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet or other contractually
narrow or limited purposes.


                                                                         54
                             DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

         The following table sets forth the name, age, and position of each of our executive officers and directors.

          Directors serve until the next annual meeting of stockholders, until their successors are elected or appointed or qualified, or until their
prior resignation or removal. Our executive officers are appointed by, and serve at the discretion of, our board of directors.

Name                                         Age       Position
Donald R. Caldwell                            66       Chairman
Brian Adamsky                                 51       Director
John Harrison                                 69       Director
Michael Azeez                                 55       Director
Robert Oakes                                  54       Director
Sanford Rich                                  54       Director
L.J. Rowell                                   80       Director
Paul Soltoff                                  58       Director
Anthony R. Verdi                              63       Chief Executive Officer, Chief Financial Officer and Chief Operating Officer and Director
Edmond J. Walters                             51       Director

         Brian K. Adamsky , 51. Mr. Adamsky has worked at Cross Atlantic Capital Partners, Inc. since its inception in 1999, and presently
serves as its Secretary/Treasurer and Chief Financial Officer. During his years at Cross Atlantic, he has served as a director at numerous of its
portfolio companies including Profectus BioSciences, Inc. and Rubicon Technology, Inc. From 1996 to 1999, Mr. Adamsky was Chief
Financial Officer at Megasystems, Inc., a portfolio company of Safeguard Scientifics, Inc. Prior to Megasystems, Mr. Adamsky worked in a
variety of financial and operational roles at companies in the Philadelphia region. Mr. Adamsky worked in public accounting at Touche Ross &
Company (now Deloitte & Touche) and is a Certified Public Accountant in the Commonwealth of Pennsylvania. Mr. Adamsky’s experience
serving as a director and officer of numerous companies qualifies him to be a member of our board of directors.

         Michael Azeez , age 55, has served as one of our directors since December 2011. Mr. Azeez is a managing member of Azeez
Investors, LLC. Mr. Azeez co-founded Unitel in 1988 and served as its President from 1988 until 2002. Mr. Azeez served in various executive
positions at American Cellular Network Corporation from 1982 until 1988 and his positions included Vice President, General Manager of
various divisions and assistant to the President. Mr. Azeez is a member of the board of directors of Acrometis Strategic Software Services,
which provides software solutions to insurance companies for workers compensation claims management. Mr. Azeez is a member of the board
of directors of the Friends of Yemin Orde. Mr. Azeez is the Chairman and founder of the Sam Azeez Museum of Woodbine Heritage. Mr.
Azeez’s significant executive and business development experience in the telecommunications industry and his civic service for various
non-profit organizations qualifies him to be a member of our board of directors.

          Donald R. Caldwell , 66, has served as one of our directors and as one of the Co-Chairman of our board of directors from April 2008
through November 24, 2009 and as our Chairman since November 24, 2009. Mr. Caldwell founded Cross Atlantic Capital Partners, Inc. in
1999, and presently serves as its Chairman and Chief Executive Officer. He has served as a Director at Rubicon Technology, Inc. since 2001
where he chairs the Compensation Committee; and at Diamond Management & Technology Consultants, Inc. (NASDAQ) from 1994 until its
sale to PriceWaterhouse in 2010, and where he served as a member of their Compensation Committee, Audit Committee and as the lead
director since 2006. Mr. Caldwell is a director and a member of the Compensation and Audit Committees and Chairman of the Executive
Committee of Quaker Chemical Corporation (NYSE), and a member of the Compensation Committee and the board of Voxware, Inc.
(NASDAQ), a supplier of voice driven solutions. Mr. Caldwell is a director, Chairman of the Audit Committee and member of the
Compensation Committee of Lighting Gaming, Inc. since 2005. Mr. Caldwell was a director of Kanbay International, Inc. from 1999 through
2007 when it was purchased by CapGemini. From 1996 to 1999, Mr. Caldwell was President and Chief Operating Officer and a director of
Safeguard Scientifics, Inc. Mr. Caldwell is a Certified Public Accountant in the State of New York. Mr. Caldwell’s experience serving as a
director and officer of numerous public companies qualifies him to be a member of our board of directors.


                                                                         55
         John Harrison , 69, has served as one of our directors since November 2005. He is a founding Partner and Executive Director of The
Keystone Equities Group, Inc., a full service investment banking group and a registered NASD broker-dealer founded in 2003. Mr. Harrison
also is a Managing Director of Covenant Partners, a hedge fund that invests in direct marketing services companies. In 1999, Mr. Harrison
became a founding Partner of Emerging Growth Equities, Ltd., a full service investment banking and brokerage firm focused on raising capital
for emerging technology companies addressing high-growth industry sectors. From 1985 to 2000, Mr. Harrison served as President of DiMark,
a direct marketing agency that was acquired by Harte-Hanks in 1996. He also has held senior management positions with CUNA Mutual, RLI
Insurance and CNA Insurance where he directed their direct marketing practice. Mr. Harrison was Chairman of Professional Insurance
Marketing Association (PIMA) and Chairman of the DMA's Financial Services Council. Mr. Harrison’s extensive experience in the financial
and insurance sectors qualifies him to be a member of our board of directors.

         Robert J. Oakes , 54, has served as one of our directors since August 2008. He has served as the President and CEO of our InsPro
Technologies, LLC subsidiary since our acquisition of the subsidiary on October 1, 2007. From 1986 until 2007 Mr. Oakes was President and
Chief Executive Officer of the general partner of Atiam Technologies L.P. (now known as InsPro Technologies, LLC), a software development
and servicing company that developed, expanded and serviced products to serve the insurance and financial services markets. Mr. Oakes
founded InsPro Technologies under the name “Atiam” in 1986 and led the company’s effort to design and develop its flagship product, InsPro
Enterprise. InsPro Enterprise is a state-of-the-art Insurance, Marketing, Administration and Claim System that provides end-to-end insurance
processing, technology and support, for a broad range of life, health and disability products. Mr. Oakes’ experience in the development of our
flagship product and the management of InsPro Technologies, LLC qualifies him to be a member of our board of directors.

          Sanford Rich , 54, has served as one of our directors since April 2006. Mr. Rich has served as a director and Chief Executive Officer
at In the Car, LLC since October 2011. He is a director and the Audit Committee Chairman at Aspen Group Inc., an online University. Mr.
Rich also has served as a FINRA Registered Managing Director with Whitemarsh Capital Advisors LLC, a broker-dealer, since February 2009.
Mr. Rich served as a director, Audit Committee Chairman and SEC qualified audit committee financial expert of Interclick, Inc. from 2007 to
2010. From 1995 to May 2008 Mr. Rich was director, Senior Vice President and Portfolio Manager at GEM Capital Management Inc. From
1993 to 1995, Mr. Rich was a Managing Director of High Yield Finance, Capital Markets & North American Loan Syndicate, Sales and
Trading at Citicorp Securities. From 1985 to 1993, he served as Managing Director of Debt Capital Markets at Merrill Lynch. From 1978 to
1985, Mr. Rich held various analyst positions in numerous companies, including Cypress Capital Management, Inc. (Vice President and
Analyst from 1983 to 1985), FIAMCO (Distressed/High Yield Bond Analyst from 1981 to 1983), Progressive Corporation (Financial Analyst
from 1980 to 1981) and Prescott, Ball and Turben (Distressed/High Yield Bond Analyst from 1978 to 1980). Mr. Rich’s 30+ years of
experience in the financial sector qualifies him to be a member of our board of directors.

         L.J. Rowell , 80, has served as one of our directors since April 2006. He is a past President (1984-1996), Chief Executive Officer
(1991-1996) and Chairman of the Board (1993-1996) of Provident Mutual Life Insurance Company, where he also held various other executive
and committee positions from 1980 until his retirement in 1996. Mr. Rowell served on the board of directors of the PMA Group from 1992
until 2009. Mr. Rowell served on the board of directors of the Southeast Pennsylvania Chapter of the American Red Cross, the American
College, The Foundation at Paoli and The Milton S. Hershey Medical Center. Mr. Rowell also has served on the Board of Trustees of The
Pennsylvania State University as a business and industry trustee since 1992. In 1991, he served as the Chairman of the Major Business Division
for the United Way of Southeastern Pennsylvania. Mr. Rowell also has served as chairman of The American Red Cross Ad Blood Campaign
and has previously served on its Major Contributions Donor Campaign. Mr. Rowell’s extensive experience in the insurance industry and his
civic service for various health care organizations qualifies him to be a member of our board of directors.


                                                                      56
         Paul Soltoff , 58, has served as one of our directors since November 2005. He also has served as Chairman and Chief Executive
Officer of Acquirgy, Inc. since 2009. He served as Chairman and Chief Executive Officer of SendTec, Inc. since its inception in February 2000
through 2009. From 1997 until February 2000, Mr. Soltoff served as Chief Executive Officer of Soltoff Direct Corporation, a specialized direct
marketing consulting company. From September 2004 until October 2005, Mr. Soltoff served as a director of theglobe.com. Mr. Soltoff’s
experience as an officer and director in the Internet marketing sector qualifies him to be a member of our board of directors.

          Anthony R. Verdi , 63, has served as one of our directors since June 2008, as our Chief Financial Officer and Assistant Secretary since
November 2005, as our Chief Operating Officer since April 2008, Acting Chief Executive Officer from June 20, 2008 through May 18, 2011,
and Chief Executive Officer since May 18, 2011. From 2001 until November 2005, Mr. Verdi provided consulting services to life, health and
property and casualty insurance company agency and venture capital clients. Mr. Verdi served as Chief Operating Officer of Provident
American Corporation and Chief Financial Officer of HealthAxis, Inc. From January 1990 until December 1998 Mr. Verdi served as Chief
Financial Officer of Provident American Corporation. From July 1986 until January 1990, he was the Vice President and Controller of
InterCounty Hospitalization and Health Plans, a nonprofit group medical insurer. From April 1971 until July 1986, he served in various finance
and accounting capacities for the Academy Insurance Group, ultimately serving as the Assistant Controller. Mr. Verdi’s extensive experience
in the insurance industry and his financial and accounting background qualifies him to be a member of our board of directors.

         Edmond J. Walters , 51, has served as one of our directors since April 2008. Mr. Walters is Founder and Chief Executive Officer of
eMoney Advisor, a wealth planning and management solutions provider for financial advisors that Mr. Walters founded in 2000 and is now a
wholly-owned subsidiary of Commerce Bancorp. Prior to forming eMoney Advisor in 2000, Mr. Walters spent more than 20 years in the
financial services industry, advising high net worth clients. From 1983 to 1992 he was associated with Kistler, Tiffany & Company in Wayne,
PA. In 1992, Walters helped found the Wharton Business Group, a financial advising firm, in Malvern, PA. Mr. Walters’ 20+ years of
experience in the financial sector qualify him to be a member of our board of directors.

         Board Independence

         The Board has determined that Messrs. Azeez, Caldwell, Harrison, Rich, Rowell, Soltoff and Walters are “independent” directors as
defined by Rule 4200(a)(15) of the Nasdaq listing standards and as defined by Rule 10A-3(b)(1)(ii) promulgated by the Commission.


                                                                       57
                                                                              EXECUTIVE COMPENSATION

Summary Compensation Table

         The following table summarizes the compensation paid to, awarded to or earned during the fiscal years ended December 31, 2012 and
2011 by our Principal Executive Officer and each of our two other most highly compensated executive officers whose total salary and bonus
exceeded $100,000 for services rendered to us in all capacities during 2012. The executive officers listed in the table below are referred to in
this report as our “named executive officers”. There were no non-equity incentive plan compensation or non-qualified deferred compensation
earnings for any of the named executive officers for the fiscal years ended December 31, 2012 and December 31, 2011.

                                                                                                             Stock          Option                    All Other
                                                                                        Bonus ($)           Awards         Awards ($)               Compensation
Name and Principal Position                Fiscal Year           Salary ($)                (6)                ($)             (4)                      ($) (5)                Total ($)

Anthony R. Verdi (1)                            2012                   250,000                       -                -                 -                      16,491               266,491
Chief Executive Officer,                        2011                   239,583                       -                -           180,000                      16,490               436,073
Chief Financial Officer & Chief
Operating Officer

Robert J. Oakes (2)                             2012                   300,000                       -                -                    -                   23,598               323,598
President & Chief Executive Officer
of InsPro Technologies, LLC                     2011                   300,000                       -                -                    -                   22,132               322,132

James Rourke (3)                                2012                   172,143                120,220                 -                    -                   17,637               309,999
Senior Vice President                           2011                   180,000                136,019                 -                    -                   16,156               332,175


(1)     Mr. Verdi was appointed as our Chief Financial Officer on November 10, 2005, Chief Operating Officer on April 1, 2008, interim
Principal Executive Officer on June 20, 2008 and Principal Executive Officer on May 18, 2011.

(2)    Mr. Oakes was appointed as President of our subsidiary InsPro Technologies, LLC on October 1, 2007 concurrently with the closing of
our acquisition of InsPro.

(3)         Mr. Rourke was appointed our Senior Vice President on February 1, 2010. Mr. Rourke resigned effective December 14, 2012.

(4)     Represents the aggregate grant date fair value of the stock option as of the date of grant using the Black-Scholes option-pricing model.
Fair value is estimated based on an expected life of five years, an assumed dividend yield of 0% and the assumptions below.

                                                                                           Closing
                              Fair Value           Number of             Option          Stock Price                                           Risk Free       Expected         Assumed
                   Fiscal     at Date of            Options             Exercise         on the Date        Date of       Expected              Interest        Life in         Dividend
Name               Year       Grant ($)            Granted (#)          Price ($)        of Grant ($)       Grant         Volatility              Rate          Years            Yield

Anthony R.
Verdi              2012                     -                    -                  -                   -             -                -                   -              -                -
                   2011               180,000            150,000                    4                   4   9/14/2011              566 %             0.03 %               5                -

Robert J.
Oakes              2012                     -                    -                  -                   -             -                -                   -              -                -
                   2011                     -                    -                  -                   -             -                -                   -              -                -

James Rourke       2012                     -                    -                  -                   -             -                -                   -              -                -
                   2011                     -                    -                  -                   -             -                -                   -              -                -


(5)         All other compensation paid to our named executive officers in the fiscal year ended December 31, 2012 consisted of the following:


                                                                                                    58
                                                                                                                  Company
                                                                                   Company Paid                  Matching of
                                                         Payments for              Health, Life and               Employee
                                                           Auto and                  Disabilitly                   401(k)
                                                         Equipment ($)              Insurance ($)               Contributions
Name                                                          (a)                        (b)                         (c)                Total ($)
Anthony R. Verdi                                                  13,200                          956                      2,335             16,491

Robert J. Oakes                                                    1,200                           19,898                  2,500              23,598

James Rourke                                                       1,148                           13,989                  2,500              17,637

       (a) Payments for auto and equipment represent monthly allowances for auto, cell phones and other equipment.

       (b) Company-paid health, life and disability insurance represents the cost of company-paid insurance premiums covering the named
       executive officers and, in the case of health insurance premiums, their dependents. Through November 30, 2012, we paid 100% and
       thereafter the Company paid 75% of these insurance premiums for the named executive officers. Health insurance premiums vary based on
       several factors, including the age of the named executive officer and the number of their covered dependents.

       (c) Company matching of employee 401(k) contributions represents 25% of the employee’s contribution up to 4% of the employee’s
       compensation, which were fully vested for the above named Executive Officers.

(6)       Mr. Rourke received variable compensation based on revenue from new clients.

Outstanding Equity Awards at Fiscal Year-End

          The following table sets forth information for the outstanding equity awards held by our named executive officers for the year ended
December 31, 2012. The information below pertains to stock options, which were granted under the 2010 Equity Compensation Plan (which
includes prior grants under our 2005 Incentive Stock Plan, 2006 Omnibus Equity Compensation Plan and 2008 Equity Compensation Plan),
restricted stock grants, which were granted in accordance with the terms of our 2006 Omnibus Equity Compensation Plan, a warrant to
purchase 150,000 shares of the Company’s Series A Convertible Preferred Stock, which was issued to Mr. Oakes on August 18, 2010, and a
warrant to purchase 150,000 shares of the Company’s Series A Convertible Preferred Stock, which was issued to Mr. Verdi on September 14,
2011.

                                                                                          Option Awards
                                                                                                    Equity
                                                                                                   Incentive
                                                                                                 Plan Awards:
                                                                                                  Number of
                                               Number of             Number of                     Securities
                                                Securities            Securities                  Underlying
                                               Underlying            Underlying                   Unexercised         Option
                                               Unexercised           Unexercised                   Unearned           Exercise           Option
                                                 Options               Options                      Options            Price            Expiration
Name                                               (#)                   (#)                          (#)               ($)               Date
                                              Exercisable         Unexercisable

Anthony R. Verdi                                        150,000                       -                         -                4.00     9/14/2016
                                                        650,000                       -                         -                0.10      2/4/2014
                                                        350,000                       -                         -                1.00    11/09/2015

Robert J. Oakes                                         750,000                750,000                          -                0.11     8/18/2015
                                                        150,000                       -                         -                4.00     8/18/2015
                                                      1,000,000                                                 -                0.10      2/4/2014

James Rourke                                            150,000                       -                         -                0.07      7/9/2015
                                                        120,000                       -                         -                0.06     3/25/2015


                                                                       59
Employment, Severance and Other Agreements

    Anthony R. Verdi

         Pursuant to an amended and restated employment agreement, Mr. Verdi serves as our Principal Executive Officer, Chief Financial
Officer and Chief Operating Officer. His amended and restated employment agreement automatically renewed for a one year term on March
31, 2012, and, if not terminated, will automatically renew for one year periods. His annual base salary was $225,000 per year from March 31,
2008 through May 30, 2011 and was then increased by the board of directors to $250,000 effective June 1, 2011. He is entitled to receive such
bonus compensation as a majority of our board of directors may determine from time to time.

          In the event of Mr. Verdi’s termination without cause or for good reason, he or his estate would receive his then current base annual
salary, plus unpaid accrued employee benefits, which is primarily accrued vacation, plus the continuation of his employee benefits for a period
of 18 months, less all applicable taxes. In the event of his voluntary termination, death or disability, he or his estate would receive unpaid
accrued employee benefits, plus the continuation of his employee benefits for a period of one month, less all applicable taxes.

    Robert J. Oakes

          Pursuant to an amended and restated written employment agreement with InsPro Technologies, LLC, Mr. Oakes serves as InsPro
Technologies, LLC’s President and Chief Executive Officer. Pursuant to his employment agreement, his annual base salary was $250,000 per
year through September 30, 2011. On April 7, 2011, Mr. Oakes received an increase in his base compensation pursuant to his employment
agreement to $300,000 retroactive to July 1, 2010, upon InsPro Technologies, LLC achievement of one calendar quarter of positive operating
cash flow, which occurred during the calendar quarter ended March 31, 2011. Mr. Oakes was entitled to bonus compensation equal to 100% of
the InsPro Technologies, LLC’s net income up to a maximum of $100,000 in 2010 and $100,000 in 2011. Mr. Oakes is entitled to such fringe
benefits as are available to other executives of InsPro Technologies Corporation. Mr.
Oakes employment agreement was automatically extended for an additional one year term on March 25, 2011 and will be annually
automatically extended thereafter unless either party provides written notification to the other party of non-renewal no later than 60 days prior
to the termination date of the agreement.

          In the event of Mr. Oakes’s termination without cause or for good reason, he or his estate would receive his then current base annual
salary, plus unpaid accrued employee benefits, which is primarily accrued vacation, plus the continuation of his employee benefits for a period
of 12 months, less all applicable taxes. In the event of his voluntary termination, death or disability, he or his estate would receive unpaid
accrued employee benefits, plus the continuation of his employee benefits for a period of one month, less all applicable taxes.

       Pursuant to Mr. Oakes employment agreement, he is subject to a non competition and non-solicitation provision during the term of his
employment agreement and for a period of one year following his termination.


                                                                       60
        James Rourke

         Mr. Rourke served as InsPro Technologies, LLC’s Senior Vice President of Sales and Marketing from February 1, 2010 through
December 14, 2012. and was employed as an employee-at-will. Mr. Rourke was entitled to variable incentive compensation based on a
percentage of new sales and bonus compensation as defined in the InsPro Technologies Management Incentive Compensation Plan. The InsPro
Technologies Management Incentive Compensation Plan defines a maximum compensation payment payable to certain executives including
Mr. Rourke but excluding Messrs. Oakes and Verdi, or the Bonus Pool, based on the net income of InsPro Technologies, LLC, adjusted up or
down based on the revenue of InsPro Technologies, LLC. The Bonus Pool amount (if any) is then divided among the certain executives, which
includes Mr. Rourke. Mr. Rourke was entitled to such fringe benefits as are available to other executives of InsPro Technologies Corporation.

Compensation of Directors

          The following table sets forth information concerning the compensation of all individuals who served on our board of directors during
the fiscal year ended December 31, 2012. There were no non-equity incentive plan compensation or nonqualified deferred compensation
earnings to any of our directors for the year ended December 31, 2012. Directors who are employees receive no additional or special
compensation for serving as directors. All compensation for Messrs. Oakes and Verdi are included in the Summary Compensation Table.
Messrs. Adamsky, Caldwell and Tecce have assigned all of their board compensation to The Co-Investment Fund II, L.P. Messrs. Adamsky,
Caldwell and Tecce are stockholders, directors and officers of Co-Invest II Capital Partners, Inc., which is the general partner of Co-Invest
Management II, L.P.

                                                             Fees Earned or             Stock A              Option A
                                                              Paid in Cash               wards                wards                Total
Name                                                             ($) (1)                  ($)                  ($)                  ($)

Brian Adamsky                                                               3,000

Michael Azeez                                                               4,500                   -                     -             4,500

Donald Caldwell                                                             8,000                   -                     -             8,000

John Harrison                                                               6,000                   -                     -             6,000

Sanford Rich                                                                8,000                   -                     -             8,000

L.J. Rowell                                                                 8,000                   -                     -             8,000

Paul Soltoff                                                                6,000                   -                     -             6,000

Frederick Tecce (2)                                                         3,000                   -                     -             3,000

Edmond Walters                                                              4,500                   -                     -             4,500

total                                                                      51,000                   -                     -            48,000

(1)     Represents board and committee meeting fees paid to our directors under our Non-Employee Director Compensation Plan.

(2)    Mr. Tecce is a former member of the board who chose not to be a nominee for director at the company annual meeting of stockholders,
which was held on August 15, 2012.


                                                                      61
         The following table sets forth information concerning the aggregate number of options available, which are options issued,
outstanding and exercisable, for non-employee directors as of December 31, 2012.

                                                                                                                        Aggregate Number of
                                                                                                                        Options Available as of
                                                                                                                         December 31, 2012

Brian Adamsky                                                                                                                                     -

Michael Azeez                                                                                                                                     -

Donald Caldwell                                                                                                                                   -

John Harrison                                                                                                                             250,000

Sanford Rich                                                                                                                              200,000

L.J. Rowell                                                                                                                               200,000

Paul Soltoff                                                                                                                              150,000

Edmond Walters                                                                                                                                    -

Director Compensation Plan

         Directors who are employees receive no additional or special compensation for serving as directors. Non employee directors receive
the following compensation under the terms of our Non Employee Director Compensation Plan, which was amended on December 13, 2011, to
remove all equity compensation and annual cash retainer components from the plan and to increase the per Board meeting cash fee effective
January 2, 2012:

         The compensation of the Company’s non-employee directors is as follows:

              $1,500 meeting fee for each director for each meeting of the Board attended in person or via conference telephone.
              $500 meeting fee for each committee member for each meeting of a committee of the Board, attended in person or via
               conference telephone.

         The Company shall reimburse non-employee directors for reasonable out-of-pocket expenses incurred in connection with their
attendance at Board and committee meetings, in accordance with the Company’s expense reimbursement policies in effect from time to time.
We also reimburse our directors for their reasonable out-of-pocket expenses incurred in attending meetings of our board of directors or its
committees.

          We also purchase directors and officers’ liability insurance for the benefit of our directors and officers as a group. No fees are payable
to directors for attendance at specially called meetings of the board.


                                                                         62
                        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table shows information known by us with respect to the beneficial ownership of our common stock, Series A
Convertible Preferred Stock and Series B Convertible Preferred Stock as of January 31, 2013, for each of the following persons:

                 each of our directors;

                 our named executive officers;

                 all of our directors, director nominees and executive officers as a group; and

                 each person or group of affiliated persons or entities known by us to beneficially own 5% or more of our common stock,
                  Series A Convertible Preferred Stock or Series B Convertible Preferred Stock.

         The number of shares beneficially owned, beneficial ownership and percentage ownership are determined in accordance with the rules
of the Securities and Exchange Commission. Under these rules, beneficial ownership includes any shares as to which the individual or entity
has sole or shared voting power or investment power and includes any shares that an individual or entity has the right to acquire beneficial
ownership of within 60 days of January 31, 2013 through the exercise of any warrant, stock option or other right. In computing the number of
shares beneficially owned by a person and the percentage ownership of that person, shares underlying options and warrants that are exercisable
within 60 days of January 31, 2013 are considered to be outstanding. To our knowledge, except as indicated in the footnotes to the following
table and subject to community property laws where applicable, the persons named in this table have sole voting and investment power with
respect to all shares shown as beneficially owned by them. The following table is based on 41,543,655 shares of Common Stock, 1,276,750
shares of Series A Convertible Preferred Stock and 3,297,378 shares of Series B Convertible Preferred Stock outstanding as of January 31,
2013. Unless otherwise indicated, the address of all individuals and entities listed below is InsPro Technologies Corporation, 150 N.
Radnor-Chester Road, Suite B-101, Radnor, Pennsylvania 19087.

                                                                    Number of Shares                                          Percent of Shares
Name of Beneficial Owner                                            Beneficially Owned                  Title of Class          Beneficially
Directors and Executive Officers:

Michael Azeez                                                               8,499,990 (1)(1a)          Common Stock                20.5%
                                                                                  283,333(1)       Series B Preferred Stock        8.6%

Brian Adamsky                                                               125,894,915 (2)             Common Stock               81.3%
                                                                               1,250,000 (3)       Series A Preferred Stock        97.9%
                                                                               1,130,711 (3)       Series B Preferred Stock        34.3%
Donald R. Caldwell                                                          126,008,925 (2)             Common Stock               81.4%
                                                                               1,250,000 (3)       Series A Preferred Stock        97.9%
                                                                               1,130,711 (3)       Series B Preferred Stock        34.3%


                                                                       63
                                                                   Number of Shares                                        Percent of Shares
Name of Beneficial Owner                                           Beneficially Owned               Title of Class           Beneficially
Robert J. Oakes                                                              5,207,232 (4)          Common Stock                12.0%
                                                                                151,250 (5)    Series A Preferred Stock         10.7%
John Harrison                                                                  453,333 (6)          Common Stock                 1.1%
                                                                                      1,250    Series A Preferred Stock              *
James Rourke                                                                   370,000 (7)          Common Stock                     *
L.J. Rowell                                                                    415,600 (8)          Common Stock                 1.0%
Paul Soltoff                                                                   388,333 (9)          Common Stock                     *
                                                                                      1,250    Series A Preferred Stock              *
Sanford Rich                                                                 348,333 (10)           Common Stock                     *
                                                                                      1,250    Series A Preferred Stock              *
Anthony R. Verdi                                                           4,118,333 (11)           Common Stock                 9.7%
                                                                                 151,250(5)    Series A Preferred Stock         10.7%
Edmond Walters                                                                      171,633         Common Stock                     *
All directors and executive officers as a group                              145,981,713            Common Stock                81.3%
(11 persons)                                                          (1)(1a)(2)(4)(5) (6)
                                                                                  (7)(8)(9)
                                                                             (10)(11)(12)

                                                                              1,256,250 (3)    Series A Preferred Stock           98.6%
                                                                              1,414,044 (3)    Series B Preferred Stock           42.9%

Holders of More than Five Percent of Our Common Stock,
Series A Convertible Preferred Stock and Series B
Convertible Preferred Stock:

The Co-Investment Fund II, L. P                                            125,894,915 (12)         Common Stock                  81.3%
                                                                                 1,250,000     Series A Preferred Stock           97.9%
                                                                                 1,130,711     Series B Preferred Stock           34.3%

Independence Blue Cross                                                     50,000,010 (13)        Common Stock                   54.6%
                                                                                 1,666,667     Series B Preferred Stock           50.5%

Azeez Investors, LLC                                                         8,499,990 (1a)        Common Stock                   20.5%
                                                                                  283,333      Series B Preferred Stock           8.6%

Scarpa Family Trust, 2005                                                    6,500,010 (14)        Common Stock                   13.5%
                                                                                   216,667     Series B Preferred Stock           6.6%

Alvin H. Clemens                                                             3,922,457 (15)        Common Stock                    9.2%
______________
* Less than 1%

(1) Represents securities owned by Azeez Investors, LLC. Mr. Azeez is a managing member of Azeez Investors, LLC. Mr. Azeez disclaims
    beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

(1a) Includes 2,833,330 shares underlying warrants, which are exercisable within 60 days of January 31, 2013. Includes 5,666,660 shares
     underlying 283,333 shares of Series B Convertible Preferred Stock, which are convertible, at the sole option of the holder, into 20 shares
     of our common stock per share of Series B Convertible Preferred Stock.


                                                                      64
(2) Includes 12,646,874 shares, 65,633,821 shares underlying warrants, 25,000,000 shares underlying 1,250,000 shares of Series A
    Convertible Preferred Stock, which is convertible, at the sole option of the holder, into 20 shares of our common stock per share of Series
    A Convertible Preferred Stock, and 22,614,220 shares underlying 1,130,711 shares of Series B Convertible Preferred Stock, which is
    convertible, at the sole option of the holder, into 20 shares of our common stock per share of Series B Convertible Preferred Stock, which
    are beneficially owned by Co-Investment Fund II, L. P. (the “Fund”), designee of Cross Atlantic Capital Partners, Inc. Mr. Caldwell is a
    managing partner of Cross Atlantic Capital Partners, Inc. Mr. Caldwell is also a shareholder, director and officer of Co-Invest II Capital
    Partners, Inc., which is the general partner of Co-Invest Management II, L.P., which is the general partner of the Fund. Mr. Caldwell
    disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

(3) Represents securities owned by the Fund, the designee of Cross Atlantic Capital Partners, Inc., of which Brian Adamsky is secretary,
    treasurer and chief financial officer of Cross Atlantic Capital Partners, Inc. and of which Donald R. Caldwell is managing partner. Mr.
    Caldwell is also a shareholder, director and officer of Co-Invest II Capital Partners, Inc., which is the general partner of Co-Invest
    Management II, L.P., which is the general partner of the Fund. Mr. Tecce and Mr. Caldwell disclaim beneficial ownership of these
    securities, except to the extent of their pecuniary interest therein.

(4) Includes 1,750,000 shares underlying options and 33,333 shares underlying warrants, which are exercisable within 60 days of January 31,
    2013. Includes 3,000,000 shares underlying a warrant to purchase 150,000 shares of Series A Convertible Preferred Stock, which is
    exercisable within 60 days of January 31, 2013, which is also convertible, at the sole option of the holder, into 20 shares of our common
    stock per share of Series A Convertible Preferred Stock. Includes 25,000 shares underlying 1,250 shares of Series A Convertible Preferred
    Stock, which is convertible, at the sole option of the holder, into 20 shares of our common stock per share of Series A Convertible
    Preferred Stock. Excludes 750,000 shares underlying options, which are not exercisable within 60 days of January 31, 2013.

(5) Includes 150,000 shares underlying warrants, which are exercisable within 60 days of January 31, 2013.

(6) Includes 250,000 shares underlying options and 58,333 shares underlying warrants, all of which are exercisable within 60 days of January
    31, 2013. Includes 25,000 shares underlying 1,250 shares of Series A Convertible Preferred Stock, which is convertible, at the sole option
    of the holder, into 20 shares of our common stock per share of Series A Convertible Preferred Stock.

(7) Includes 370,000 shares underlying options, which are exercisable within 60 days of January 31, 2013.

(8) Includes 200,000 shares underlying options that are exercisable within 60 days of January 31, 2013.

(9) Includes 150,000 shares underlying options and 33,333 shares underlying warrants, all of which are exercisable within 60 days of January
    31, 2013. Includes 25,000 shares underlying 1,250 shares of Series A Convertible Preferred Stock, which is convertible, at the sole option
    of the holder, into 20 shares of our common stock per share of Series A Convertible Preferred Stock.

(10) Includes 200,000 shares underlying options and 33,333 shares underlying warrants that are exercisable within 60 days of January 31,
     2013. Includes 25,000 shares underlying 1,250 shares of Series A Convertible Preferred Stock, which is convertible, at the sole option of
     the holder, into 20 shares of our common stock per share of Series A Convertible Preferred Stock.

(11) Includes 1,000,000 shares underlying options and 33,333 shares underlying warrants, all of which are exercisable within 60 days of
     January 31, 2013. Includes 25,000 shares underlying 1,250 shares of Series A Convertible Preferred Stock, which are convertible, at the
     sole option of the holder, into 20 shares of our common stock per share of Series A Convertible Preferred Stock. Includes 3,000,000
     shares underlying a warrant to purchase 150,000 shares of Series A Convertible Preferred Stock, which is exercisable within 60 days of
     January 31, 2013, which is also convertible, at the sole option of the holder, into 20 shares of our common stock per share of Series A
     Convertible Preferred Stock.

(12) Includes 62,300,491 shares underlying warrants that are exercisable within 60 days of January 31, 2013. Includes 25,000,000 shares
     underlying 1,250,000 shares of Series A Convertible Preferred Stock, which are convertible, at the sole option of the holder, into 20
     shares of our common stock per share of Series A Convertible Preferred Stock. Includes 22,614,220 shares underlying 1,130,711 shares
     of Series B Convertible Preferred Stock, which are convertible, at the sole option of the holder, into 20 shares of our common stock per
     share of Series B Convertible Preferred Stock.

(13) Includes 16,666,670 shares underlying warrants, which are exercisable within 60 days of January 31, 2013. Includes 33,333,340 shares
     underlying 1,666,667 shares of Series B Convertible Preferred Stock, which are convertible, at the sole option of the holder, into 20
     shares of our common stock per share of Series B Convertible Preferred Stock.

(14) Includes 1,333,340 shares underlying warrants, which are exercisable within 60 days of January 31, 2013. Includes 4,330,340 shares
     underlying 216,667 shares of Series B Convertible Preferred Stock, which are convertible, at the sole option of the holder, into 20 shares
     of our common stock per share of Series B Convertible Preferred Stock.

(15) Includes 1,000,000 shares held by The Clemens-Beaver Creek Limited Partnership, of which Alvin H. Clemens is the general partner.
     Also includes 100,000 shares held by Mr. Clemens’s minor children. Also includes 993,377 shares underlying warrants, all of which are
     exercisable within 60 days of January 31, 2013.


                                                                    65
                  TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

From the beginning of our last fiscal year until the date of this proxy statement, there has been no transaction, nor is there any transaction
currently proposed, to which we were, are, or would be a participant, in which the amount involved exceeded or would exceed the lesser of
$120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years and in which any of our directors
or executive officers, any holder of more than 5% of our common stock or any member of the immediate family of any of these persons or
entities had or will have a direct or indirect material interest, other than the transactions described below.

We believe that we have executed all of the transactions described below on terms no less favorable to us than we could have obtained from
unaffiliated third parties. It is our intention to ensure that all future transactions between us and our officers, directors and principal
stockholders and their affiliates are approved by a majority of our board of directors, including a majority of the independent and disinterested
members of our board of directors, and are on terms no less favorable to us than those that we could obtain from unaffiliated third parties.

        On November 20, 2012, we completed a private placement with certain accredited investors who hold more than 5% of our common
         stock, including The Co-Investment Fund II, L.P., The Scarpa Family Trust, 2005 and Azeez Investors, LLC for an aggregate of
         499,999 shares of our Series B Convertible Preferred Stock and warrants to purchase 4,999,990 shares of our common stock. We
         agreed to sell to the investors 499,999 investment units at a per unit price of $3.00, for an approximate aggregate total investment of
         $1,500,000, and each unit consisted of one share of Series B Convertible Preferred Stock and a warrant to purchase 10 shares of our
         common stock at an initial exercise price of $0.15 per share, subject to adjustment. The units issued in the private placement are
         substantially equivalent to the Units being offered pursuant to this rights offering.


                                                                       66
                                                          PLAN OF DISTRIBUTION

         On or about February __, 2013, we will distribute the rights, rights certificates and copies of this prospectus to individuals who owned
shares of capital stock on January 31, 2013. If you wish to exercise your rights and purchase Units, you should complete the rights certificate
and return it with payment for the shares, to us at the following address:

                                                        InsPro Technologies Corporation
                                                          150 N. Radnor-Chester Road
                                                                  Suite B-101
                                                          Radnor, Pennsylvania 19087
                                                           Attn: Francis L. Gillan III

          See further the section of this prospectus entitled “The Rights Offering.” If you have any questions, you should contact Francis L.
Gillan III, at (484) 654-2200 or by electronic mail at rightsoffering@inspro.com .

          We do not know of any existing agreements between any stockholder, broker, dealer, underwriter or agent relating to the sale or
distribution of the Series B Convertible Preferred Stock or warrants underlying the rights.

                                      MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following is a discussion of the material U. S. federal income tax consequences to U.S. holders, as defined below, of the receipt,
ownership and exercise of the subscription rights distributed in the subscription rights offering, the ownership and disposition of Series B
Convertible Preferred Stock and warrants to purchase our common stock received upon exercise of the subscription rights, and the ownership
and disposition of our common stock received upon the exercise of warrants to purchase our common stock or the conversion of Series B
Convertible Preferred Stock. The legal conclusions with respect to matters of U.S. federal income tax law identified in this section, “Material
U.S. Federal Income Tax Considerations,” are the opinions of our counsel, Morgan, Lewis & Bockius LLP. In this section, all references to
“we” and “our” refer to the Company and not to Morgan, Lewis & Bockius LLP.

         This discussion is based on the Code, Treasury regulations promulgated thereunder, and administrative and judicial interpretations
thereof, all as in effect as of the date hereof and all of which are subject to change, possibly with retroactive effect. This discussion is not
binding on the Internal Revenue Service or the IRS, or the courts. Accordingly, no assurance can be given that the tax consequences described
herein will not be challenged by the IRS or that such a challenge would not be sustained by a court. No ruling has been sought from the IRS as
to the U.S. federal income tax consequences set forth in this discussion.

          This discussion does not address all aspects of U.S. federal income taxation that may be applicable to holders in light of their
particular circumstances or to holders subject to special treatment under the U.S. federal income tax laws, including, but not limited to,
financial institutions, brokers and dealers in securities or currencies, insurance companies, regulated investment companies, real estate
investment trusts, tax-exempt organizations, persons who hold their shares as part of a straddle, hedge, conversion or other risk-reduction
transaction, persons liable for the alternative minimum tax, persons who have received their common stock pursuant to which the subscription
rights in this rights offering have been granted through the exercise of employee stock options or otherwise as compensation for services,
partnerships or other entities treated as partnerships for U.S. federal income tax purposes, U.S. expatriates, and persons whose functional
currency is not the U.S. dollar and foreign taxpayers. This discussion does not describe any tax consequences arising out of the tax laws of any
state, local or foreign jurisdiction, or any U.S. federal tax considerations other than income taxation (such as alternative minimum, estate or
gift). This discussion is limited to U.S. holders which hold our shares as capital assets and does not address U.S. holders which beneficially
hold our shares through either a “foreign financial institution” (as such term is defined in Section 1471(d)(4) of the Code) or certain other
non-U.S. entities specified in Section 1472 of the Code. For purposes of this discussion, a “U.S. holder” is a holder that is, for U.S. federal
income tax purposes:

        a citizen or resident of the United States;

        a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws
         of the United States or any political subdivision thereof;

        an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

        a trust (1) if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more “United States
         persons” (within the meaning of the Code) have the authority to control all substantial decisions of the trust or (2) that has a valid
         election in effect under applicable Treasury regulations to be treated as a United States person.
67
         If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) receives the subscription rights or
holds shares of Series B Convertible Preferred Stock or warrants received upon exercise of the subscription rights or the oversubscription
privilege, the tax treatment of a partner in a partnership generally will depend upon the status of the partner and the activities of the partnership.
Such a partner or partnership should consult its own tax advisor as to the U.S. federal income tax consequences of the receipt and ownership of
the subscription rights or the ownership of shares of Series B Convertible Preferred Stock and warrants received upon exercise of the
subscription rights or, if applicable, upon exercise of the oversubscription privilege.

      YOU SHOULD CONSULT YOUR TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO YOU OF
YOUR RECEIPT, OWNERSHIP, AND EXERCISE OF THE SUBSCRIPTION RIGHTS, YOUR OWNERSHIP AND DISPOSITION
OF SERIES B CONVERTIBLE PREFERRED STOCK AND WARRANTS TO PURCHASE OUR COMMON STOCK, YOUR
OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK RECEIVED UPON THE EXERCISE OF WARRANTS TO
PURCHASE OUR COMMON STOCK OR THE CONVERSION OF SERIES B CONVERTIBLE PREFERRED STOCK,
INCLUDING THE APPLICABILITY OF ANY FEDERAL ESTATE OR GIFT TAX LAWS OR ANY STATE, LOCAL OR
FOREIGN TAX LAWS.

Receipt of the Subscription Rights

          Each subscription right entitles an eligible stockholder the right to purchase for $240.00 one Unit, consisting of 80 shares of our Series
B Convertible Preferred Stock and a five-year warrant to purchase 800 additional shares of our common stock at an exercise price of $0.15 per
share. Generally, the distribution of stock by a corporation to its stockholders with respect to their stock is not taxable to such stockholders
pursuant to Section 305(a) of the Code. For such purpose, a distribution of rights to acquire stock of the distributing corporation constitutes a
distribution of stock. However, if a distribution of stock or rights to acquire stock is within one of several exceptions to the general rule of
Section 305(a) set forth in Section 305(b) of the Code, the distribution may be taxable to the stockholders of the distributing corporation as
described below.

          Many of the exceptions to the general rule of Section 305(a) set forth in Section 305(b) involve preferred stock, such as the
distribution of convertible preferred stock in certain circumstances pursuant to Section 305(b)(5). Treasury regulations define preferred stock
not for its preferred rights and privileges, but its inability to participate in corporate growth to any significant extent. It is the opinion of
Morgan, Lewis & Bockius LLP that the Series B Convertible Preferred Stock should not be preferred stock for tax purposes based on certain
features of the preferred stock, including its right to participate in dividends on an as converted basis and the right to a distribution in a
liquidation or other capital event on an as converted basis if such distribution would be greater than the liquidation preference right associated
with the Series B Convertible Preferred Stock, as well as based on certain representations relied upon in rendering the opinion, and,
accordingly, that none of the Section 305(b) exceptions that apply to preferred stock for tax purposes should apply to the rights offering and
that the rights offering should be evaluated for Section 305 purposes as if we have only one outstanding class of stock. This opinion is not
binding on the IRS or any court and there can be no assurance that the IRS or a court will agree with this opinion. The remainder of this
discussion assumes that the Series B Convertible Preferred Stock is not treated as preferred stock for tax purposes.


                                                                         68
          Section 305(b)(2) is an exception to the general rule of Section 305(a) that applies to a “disproportionate distribution.” Pursuant to
Section 305(b)(2), a distribution (or a series of distributions of which such distribution is one) of stock rights constitutes a “disproportionate
distribution,” and is therefore taxable, if the distribution results in (a) the receipt of property by some stockholders, and (b) an increase in the
proportionate interest of other stockholders in the assets or earnings and profits of the distributing corporation. For this purpose, the term
“property” means money, securities and any other property, except that such term does not include stock in the corporation making the
distribution or rights to acquire such stock. A “series of distributions” encompasses all distributions of stock made or deemed made by a
corporation which have the result of receipt of cash or property by some stockholders and an increase in the proportionate interests of other
stockholders. It is not necessary for a distribution of stock to be considered as one of a series of distributions that such distribution be pursuant
to a plan to distribute cash and property to some stockholders and to increase the proportionate interests of the other stockholders, rather it is
sufficient if there is a distribution (or a deemed distribution) having such effect. In addition, there is no requirement that both elements of
Section 305(b)(2) of the Code occur in the form of a distribution or series of distributions as long as the result is that some stockholders receive
cash and property and other stockholders’ proportionate interests increase. Under the applicable Treasury regulations, where the receipt of cash
or property occurs more than 36 months following a distribution or series of distributions of stock, or where a distribution is made more than 36
months following the receipt of cash or property, such distribution or distributions will be presumed not to result in the receipt of cash or
property by some stockholders and an increase in the proportionate interest of other stockholders, unless the receipt of cash or property by
some stockholders and the distribution or series of distributions are made pursuant to a plan.

         It is the opinion of Morgan, Lewis & Bockius LLP that the distribution of rights in the rights offering should not constitute an increase
in the proportionate interest of some stockholders in the assets or earnings and profits of the Company for the purpose of Section 305(b)(2)
based on the fact that all of our stockholders will receive rights in the rights offering based upon their respective ownership our common stock,
as well as based on certain representations relied upon in rendering the opinion, and, accordingly, that the rights offering should not constitute
part of a “disproportionate distribution,” pursuant to Section 305(b)(2) of the Code. This opinion is not binding on the IRS or any court and
there can be no assurance that the IRS or a court will agree with this opinion. The remainder of this discussion assumes that Section 305(b)(2)
does not apply to the subscription rights offering.

          Subject to the foregoing, it is the opinion of Morgan, Lewis & Bockius LLP that you should not recognize taxable income for U.S.
federal income tax purposes in connection with the receipt of the subscription right in the rights offering and the remainder of this discussion so
assumes. However, in the event the IRS successfully asserts or a court determines that your receipt of subscription rights is currently taxable
pursuant to Section 305(b)(2) of the Code, the discussion under the heading “Alternative Treatment of Subscription Rights” describes the tax
consequences that will result from such a determination.

Tax Basis and Holding Period of the Subscription Rights

          Your tax basis of the subscription rights for U.S. federal income tax purposes will depend on the fair market value of the subscription
rights you receive and the fair market value of your existing shares of stock on the date you receive the subscription rights. The tax basis of the
subscription rights received by you in the subscription rights offering will be zero unless either (1) the fair market value of the subscription
rights on the date such subscription rights are distributed is equal to at least 15% of the fair market value on such date of the shares with respect
to which they are received or (2) you elect to allocate part of the tax basis of such shares to the subscription rights. If either (1) or (2) is true,
then, if you exercise the subscription rights, your tax basis in your shares will be allocated between the subscription rights and the shares with
respect to which the subscription rights were received in proportion to their respective fair market values on the date the subscription rights are
distributed.

         In addition, any tax basis allocated to the subscription rights must be apportioned between the right to receive shares of the Series B
Convertible Preferred Stock, or Preferred Stock Rights, and the right to receive warrants, or Warrant Rights, in proportion to their respective
fair market values on the date you receive the subscription rights.


                                                                         69
          We have not obtained an independent appraisal of the valuation of the subscription rights and, therefore, you should consult with your
tax advisor to determine the proper allocation of basis between the subscription rights and the shares with respect to which the subscription
rights are received.

         Your holding period for the subscription rights will include your holding period for the shares with respect to which the subscription
rights were received.

Expiration of the Subscription Rights

          If you allow subscription rights received in the subscription rights offering to expire, you will not recognize any gain or loss. If you
have tax basis in the subscription rights, the tax basis of the shares owned by you with respect to which such subscription rights were
distributed will be restored to the tax basis of such shares immediately prior to the receipt of the subscription rights in the subscription rights
offering.

Alternative Treatment of Subscription Rights

          Receipt . If the IRS were to successfully assert that the distribution of the subscription rights in the rights offering resulted in a
“disproportionate distribution” or was otherwise taxable pursuant to Section 305(b)(2), each holder would be considered to have received a
distribution with respect to such holder’s stock in an amount equal to the fair market value of the subscription rights received by such holder on
the date of the distribution. This distribution generally would be taxed as dividend income to the extent of your ratable share of our current and
accumulated earnings and profits. The amount of any distribution in excess of our earnings and profits will be applied to reduce, but not below
zero, your tax basis in your stock, and any excess generally will be taxable to you as capital gain (long-term, if your holding period with respect
to your stock is more than one year as of the date of distribution, and otherwise short-term). Your tax basis in the subscription rights received
pursuant to the rights offering would be equal to their fair market value on the date of distribution and the holding period for the rights would
begin upon receipt.

          Expiration . Assuming the receipt of subscription rights in the rights offering is a taxable event, if your subscription rights lapse
without being exercised, you will recognize a capital loss equal to your tax basis in such expired subscription rights. The deductibility of capital
losses is subject to limitations.

Exercise of the Subscription Rights; Tax Basis and Holding Period of the Shares

          Generally, you will not recognize any gain or loss upon the exercise of the subscription rights received in the subscription rights
offering by purchasing Unit(s) for $240.00 per Unit. The tax basis of the Series B Convertible Preferred Stock acquired will be the sum of (i)
that portion of the subscription price allocable to the Series B Convertible Preferred Stock, plus (ii) the portion, if any, of the tax basis of the
subscription rights allocable to the Preferred Stock Rights. The tax basis of the warrants acquired will be the sum of (i) that portion of the
subscription price allocable to the warrants, plus (ii) the portion, if any, of the tax basis of the subscription rights allocable to the Warrant
Rights.

         The holding period for the Series B Convertible Preferred Stock and warrants acquired through exercise of the subscription rights will
begin on the date the subscription rights are exercised.

Taxation of Warrants

         You generally will not recognize gain or loss upon exercise of a warrant to acquire our common stock. Your tax basis of the common
stock received upon exercise of a warrant for cash generally will equal the tax basis of the warrant, increased by the amount paid upon exercise
of the warrant.

         Your holding period of common stock received upon exercise of a warrant will begin on the date the warrant is exercised.


                                                                        70
          In the event a warrant lapses unexercised, you will recognize a capital loss in an amount equal to the tax basis of the warrant. Such
capital loss will be long-term if your holding period of such warrant was more than one year at the time of lapse. The deductibility of capital
losses is subject to limitations.

Taxation of Series B Convertible Preferred Stock

         Distributions . Generally, any distribution with respect to the Series B Convertible Preferred Stock that is paid out of our current or
accumulated earnings and profits, as determined for U.S. federal income tax purposes, will constitute a dividend and will be includible in gross
income by you when paid. Distributions with respect to the Series B Convertible Preferred Stock in excess of our current or accumulated
earnings and profits would be treated first as a non-taxable return of capital to the extent of your basis in the Series B Convertible Preferred
Stock (thus reducing such tax basis dollar-for-dollar), and thereafter as capital gain, which will be long-term capital gain if the your holding
period for such stock at the time of distribution exceeds one year.

         Sale, Exchange or Other Disposition . Upon a sale, exchange or other disposition of the Series B Convertible Preferred Stock (not
including a conversion of the Series B Convertible Preferred Stock into our common stock), you generally will recognize capital gain or loss
equal to the difference between the amount realized (not including any amount attributable to declared and unpaid dividends, which generally
will be taxable as described above, under “— Taxation of Series B Convertible Preferred Stock — Distributions,” to holders that have not
previously included such dividends in income) and your tax basis in the Series B Convertible Preferred Stock so disposed. Such capital gain or
loss generally will be long-term capital gain or loss if your holding period for such stock at the time of disposition exceeds one year. The
deductibility of capital losses is subject to limitations.

         Conversion of the Series B Convertible Preferred Stock into Our Common Stock . You generally will not recognize any gain or loss
in respect of the receipt of our common stock upon the conversion of the Series B Convertible Preferred Stock. The tax basis of our common
stock that you receive on conversion will equal the tax basis of the Series B Convertible Preferred Stock converted (reduced by the portion of
tax basis allocated to any fractional common share exchanged for cash, as described below), and the holding period of such common stock
received on conversion will generally include the period during which you held the Series B Convertible Preferred Stock prior to conversion.

         Cash received in lieu of a fractional common share will generally be treated as a payment in a taxable exchange for such fractional
common share, and capital gain or loss will be recognized on the receipt of cash in an amount equal to the difference between the amount of
cash received and the amount of tax basis allocable to the fractional common share. Any cash received attributable to any declared and unpaid
dividends on the Series B Convertible Preferred Stock will be treated as described above under “— Taxation of Series B Convertible Preferred
Stock — Distributions.”

Taxation of Common Stock

         Distributions . Distributions received with respect to our common stock will be treated as described above under “— Taxation of
Series B Convertible Preferred Stock — Distributions.”


                                                                        71
         Sale, Exchange or Other Disposition . Upon a sale, exchange or other disposition of our common stock, you generally will recognize
capital gain or loss in the manner described above under “— Taxation of Series B Convertible Preferred Stock — Sale, Exchange or Other
Disposition.”

Additional Medicare Tax on Net Investment Income

          For tax years beginning after December 31, 2012, an additional 3.8% tax will be imposed on the “net investment income” of certain
U.S. citizens and resident aliens, and on the undistributed “net investment income” of certain estates and trusts. Among other items, “net
investment income” generally includes gross income from dividends and net gain from the disposition of property, such as our Series A
Convertible Preferred Stock and common stock, less certain deductions. You should consult your tax advisor with respect to this additional tax.

Information Reporting and Backup Withholding

         In general, payments made to you of proceeds from the sale or other disposition of warrants, Series B Convertible Preferred Stock, or
our common stock may be subject to information reporting to the IRS and possible U.S. federal backup withholding at a rate of 28%. Backup
withholding will not apply if you furnish a correct taxpayer identification number (certified on the IRS Form W-9 or valid substitute Form
W-9) or otherwise establish that you are exempt from backup withholding. Backup withholding is not an additional tax. Amounts withheld as
backup withholding may be credited against your U.S. federal income tax liability. You may obtain a refund of any excess amounts withheld
under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

         You should consult your own tax advisor regarding your qualification for an exemption from backup withholding and the procedures
for obtaining such an exemption, if applicable.


                                                                      72
                                                                    EXPERTS

          Our consolidated financial statements as of and for the years ended December 31, 2011 and 2010 included in this prospectus and in
the registration statement of which this prospectus is a part have been audited by Sherb & Co., LLP, independent registered public accountants,
to the extent and for the periods set forth in their report and are incorporated in this prospectus in reliance upon the report given upon the
authority of Sherb & Co., LLP as experts in auditing and accounting.

                                                    TRANSFER AGENT AND REGISTRAR

         The transfer agent and registrar for our common stock is Pacific Stock Transfer Company, whose address is 4045 South Spencer
Street, Suite 403, Las Vegas, NV 89119, and whose phone number is (702) 361-3033.

                                                               LEGAL MATTERS

         The validity of the securities being offered by this prospectus have been passed upon for us by Morgan, Lewis & Bockius LLP,
Philadelphia, Pennsylvania.

                                              WHERE YOU CAN FIND MORE INFORMATION

          We have filed with the Commission a registration statement on Form S-1, including exhibits, schedules and amendments filed with
this registration statement, under the Securities Act with respect to offers and resales of shares of our common stock by the selling stockholders
identified in this prospectus. This prospectus, which constitutes part of the registration statement, does not include all of the information
contained in the registration statement and its exhibits and schedules. You should refer to the registration statement and its exhibits and
schedules for additional information. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents,
the references are not necessarily complete and you should refer to the exhibits filed with the registration statement for copies of the actual
contract, agreement or other document. Statements contained in this prospectus as to the contents of any contract or other document referred to
in this prospectus are not necessarily complete and, where that contract is an exhibit to the registration statement, each statement is qualified in
all respects by reference to the exhibit to which the reference relates.

         You can read the registration statement and our other filings with the Commission, over the Internet at the Commission’s website at
http://www.sec.gov. You also may read and copy any document that we file with the Commission at its public reference room at Headquarters
Office, 100 F Street, N.E., Washington, D.C. 20549.

                                             DISCLOSURE OF COMMISSION POSITION ON
                                         INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

         Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers or persons
controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore unenforceable.


                                                                        73
                                                    FINANCIAL STATEMENTS

                                                       TABLE OF CONTENTS

                                                                                                                         Page Number

Management’s Report on Internal Control Over Financial Reporting                                                         F-2
Report of Independent Registered Public Accounting Firm                                                                  F-3
Consolidated Balance Sheets at December 31, 2011 and December 31, 2010                                                   F-4
Consolidated Statements of Operations for the Years Ended December 31, 2011 and December 31, 2010                        F-5
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2011 and December 31, 2010   F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011 and December 31, 2010                        F-7
Notes to Consolidated Financial Statements                                                                               F-8 – F-42
Consolidated Balance Sheets as of September 30, 2012 (UNAUDITED) and December 31, 2011                                   F-43
Consolidated Statements of Operations (UNAUDITED) for the three and nine months ended September 30, 2012 and 2011        F-44
Consolidated Statements of Cash Flows (UNAUDITED) for the nine months ended September 30, 2012 and 2011                  F-45
Notes to Consolidated UNAUDITED Financial Statements                                                                     F-46 – F-60


                                                                F- 1
                                       Management Report on Internal Control over Financial Reporting

         Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.
Under the supervision of our Chief Executive Officer and Chief Financial Officer, our management conducted an assessment of the
effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on the results of such assessment, management
has concluded that the our disclosure controls and procedures as of the end of the period covered by this report have been designed and are
functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Commission’s
rules and is accumulated and communicated to management, including our principal executive and principal financial officers, or person
performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

          A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives
of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within the Company have been detected. The design of any system of controls
also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed
in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions,
or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.


                                                                     F- 2
                                REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
InsPro Technologies Corporation
Radnor, Pennsylvania

        We have audited the accompanying consolidated balance sheets of InsPro Technologies Corporation and Subsidiaries as of December
31, 2011 and December 31, 2010, the related consolidated statements of operations, changes in shareholders' equity and cash flows for the
years ended December 31, 2011 and December 31, 2010. These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

          We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.

         In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of
InsPro Technologies Corporation and Subsidiaries as of December 31, 2011 and December 31, 2010, and the results of their operations and
their cash flows for the years ended December 31, 2011 and December 31, 2010, in conformity with accounting principles generally accepted
in the United States of America.

                                                                                                         /s/ Sherb & Co., LLP
                                                                                                         Certified Public Accountants

Boca Raton, Florida
March 16, 2012


                                                                       F- 3
                                     INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                               CONSOLIDATED BALANCE SHEETS

                                                                                            December 31, 2011           December 31, 2010
                                       ASSETS

CURRENT ASSETS:
 Cash                                                                                   $             3,702,053     $             4,429,026
 Accounts receivable, net                                                                             1,506,234                     709,503
 Prepaid expenses                                                                                       116,649                     158,245
 Other current assets                                                                                     2,905                       8,211
 Assets of discontinued operations                                                                      104,002                      63,301

    Total current assets                                                                              5,431,843                   5,368,286

  Restricted cash                                                                                             -                   1,152,573
  Property and equipment, net                                                                           496,692                     613,618
  Intangibles, net                                                                                      260,050                     606,785
  Other assets                                                                                           80,608                      92,558

    Total assets                                                                        $             6,269,193     $             7,833,820


                   LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
 Note payable                                                                           $                 8,586     $                17,311
 Accounts payable                                                                                       644,563                     918,972
 Accrued expenses                                                                                       521,383                     346,808
 Current portion of capital lease obligations                                                           109,872                     158,138
 Due to related parties                                                                                       -                       8,370
 Deferred revenue                                                                                       622,500                     377,500

    Total current liabilities                                                                         1,906,904                   1,827,099

LONG TERM LIABILITIES:
   Warrant liability                                                                                  1,674,226                   4,030,340
   Capital lease obligations                                                                            113,943                     165,612

    Total long term liabilities                                                                       1,788,169                   4,195,952

SHAREHOLDERS' EQUITY:
 Preferred stock ($.001 par value; 20,000,000 shares authorized)
 Series A convertible preferred stock; 3,437,500 shares authorized, 1,276,750 shares
   issued and outstanding (liquidation value $12,767,500)                                             2,864,104                   2,864,104
 Series B convertible preferred stock; 5,000,000 shares authorized, 2,797,379 shares
   issued and outstanding (liquidation value $8,392,137)                                              5,427,604                   5,427,604
 Common stock ($.001 par value; 300,000,000 shares authorized, 41,543,655 shares
   issued and outstanding)                                                                               41,543                      41,543
 Additional paid-in capital                                                                          37,038,318                  36,764,016
 Accumulated deficit                                                                                (42,797,449 )               (43,286,498 )

    Total shareholders' equity                                                                        2,574,120                   1,810,769

    Total liabilities and shareholders' equity                                          $             6,269,193     $             7,833,820


                                       See accompanying notes to audited consolidated financial statements.
F- 4
                                     INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                          CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                                         For the Year Ended December 31,
                                                                                                              2011              2010

Revenues                                                                                                $     9,057,816     $    6,077,358

Cost of revenues                                                                                              6,948,872          6,563,842

Gross profit (loss)                                                                                           2,108,944           (486,484 )

Selling, general and administrative expenses:
  Salaries, employee benefits and related taxes                                                               2,615,602          2,765,161
  Advertising and other marketing                                                                               125,130            160,903
  Depreciation and amortization                                                                                 687,042            876,644
  Rent, utilities, telephone and communications                                                                 368,336            403,955
  Professional fees                                                                                             439,006            653,123
  Other general and administrative                                                                              544,366            528,022

                                                                                                              4,779,482          5,387,808

Loss from operations                                                                                         (2,670,538 )       (5,874,292 )

Gain from discontinued operations                                                                              803,989           2,463,675

Other income (expense):
  Gain on the change of the fair value of warrant liability                                                   2,356,114          1,136,588
  Interest income                                                                                                23,044             21,000
  Interest expense                                                                                              (23,560 )         (247,417 )

    Total other income (expense)                                                                              2,355,598           910,171

Net income (loss)                                                                                       $      489,049      $   (2,500,446 )


Net income (loss) per common share - basic and fully diluted
 Income (loss) from operations                                                                          $         (0.01 )   $        (0.12 )
 Gain from discontinued operations                                                                                 0.02               0.06
 Net income (loss) per common share                                                                     $          0.01     $        (0.06 )


Weighted average common shares outstanding - basic and fully diluted                                         41,543,655         41,543,655


                                      See accompanying notes to audited consolidated financial statements.


                                                                     F- 5
                                     INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                                        FOR THE YEARs ENDED DECEMBER 31, 2011 and 2010

                     Series A Preferred Stock,       Series B Preferred Stock,       Common Stock, $.001                                                            Total
                          $.001 Par Value                 $.001 Par Value                 Par Value                   Additional                                Shareholders'
                    Number of                       Number of                       Number of                          Paid-in           Accumulated               Equity
                     Shares             Amount       Shares             Amount       Shares         Amount             Capital              Deficit               (Deficit)

Balance -
December 31,
2009                   1,000,000   $    1,983,984                                       41,543,655   $   41,543   $     36,380,493   $      (40,786,052 )   $        (2,380,032 )

Preferred stock
and warrants
issued in rights
offering                276,750           880,120                                                                                                                      880,120

Preferred stock
and warrants
issued in private
placement                                              2,000,001        3,609,525                                                                                     3,609,525

Warrant issued as
compensation                                                                                                               332,994                                     332,994

Preferred stock
and warrants
issued in
connection with
conversion of
secured note from
related party                                           797,378         1,818,079                                                                                     1,818,079

Amortization of
deferred
compensation                                                                                                                50,529                                      50,529

Net loss for the
period                                                                                                                                       (2,500,446 )            (2,500,446 )

Balance -
December 31,
2010                   1,276,750        2,864,104      2,797,379        5,427,604       41,543,655       41,543         36,764,016          (43,286,498 )             1,810,769

Amortization of
deferred
compensation                                                                                                                94,302                                      94,302

Warrant issued as
compensation                                                                                                               180,000                                     180,000

Net income for
the period                                                                                                                                     489,049                 489,049

Balance -
December 31,
2011                   1,276,750   $    2,864,104      2,797,379   $    5,427,604       41,543,655   $   41,543   $     37,038,318   $      (42,797,449 )   $         2,574,120



                                             See accompanying notes to audited consolidated financial statements.


                                                                                 F- 6
                                     INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                          CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                    For the Year Ended December 31,
                                                                                                      2011                   2010
Cash Flows From Operating Activities:
  Net income (loss)                                                                            $            489,049      $    (2,500,446 )
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization                                                                         687,042                876,644
    Stock-based compensation and consulting                                                               274,302                383,523
    (Gain) on change of fair value of warrant liability                                                (2,356,114 )           (1,136,588 )
    Loss on the disposal of equipment of discontinued operations                                                -                  6,530
  Changes in assets and liabilities:
    Accounts receivable                                                                                  (796,731 )              305,566
    Prepaid expenses                                                                                       41,596                (74,411 )
    Other current assets                                                                                    5,306                 (1,802 )
    Other assets                                                                                           11,950                 28,412
    Accounts payable                                                                                     (274,409 )             (330,911 )
    Accrued interest on related secured note from related party                                                 -                199,876
    Accrued expenses                                                                                      174,576               (469,925 )
    Due to related parties                                                                                      -                  8,370
    Deferred revenue                                                                                      245,000                145,000
    Assets of discontinued operations                                                                     (40,701 )           (2,214,461 )
      Net cash used in operating activities                                                            (1,539,134 )           (4,774,623 )
Cash Flows From Investing Activities:
  Purchase of property and equipment                                                                        (223,382 )          (239,607 )
      Net cash used in investing activities                                                                 (223,382 )          (239,607 )
Cash Flows From Financing Activities:
  Gross proceeds from note payable                                                                         37,540                119,875
  Payments on note payable                                                                                (46,265 )             (110,168 )
  Gross proceeds from secured note from related party                                                           -              1,000,000
  Payments on secured note from related party                                                                   -                     (2 )
  Fees paid in connection with secured note from related party                                             (8,370 )              (18,389 )
  Gross proceeds from capital leases                                                                       58,791                137,310
  Payments on capital leases                                                                             (158,726 )             (151,099 )
  Restricted cash in connection with letters of credit                                                  1,152,573                  1,471
  Gross proceeds from sales of preferred stock and warrants                                                     -              7,107,001
  Fees paid in connection with offering                                                                         -                (46,396 )

      Net cash provided by financing activities                                                         1,035,543              8,039,603

      Net increase (decrease) in cash                                                                       (726,973 )         3,025,373

Cash - beginning of the period                                                                          4,429,026              1,403,653

Cash - end of the period                                                                       $        3,702,053        $     4,429,026
Supplemental Disclosures of Cash Flow Information Cash payments for interest                   $              23,560     $        47,541
Non cash financing activities:
 Accrued Interest on related party note                                                        $                    -    $       139,398
  Repayment of secured note upon conversion into equity                                        $                    -    $    (2,392,134 )
  Preferred stock and warrants issued upon the conversion of secured note                      $                    -    $     2,367,874


                                     See accompanying notes to audited consolidated financial statements.


                                                                       F- 7
                                  INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                 NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                    December 31, 2011

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

InsPro Technologies Corporation (the “Company”, “ITCC”, “we”, “us” or “our”) was incorporated under the laws of the state of Nevada on
October 21, 2004 as Darwin Resources Corp., (“Darwin-NV”). On November 22, 2005, Darwin-NV merged with and into its newly-formed
wholly-owned subsidiary, Darwin Resources Corp., a Delaware corporation (“Darwin-DE”), solely for the purpose of changing the Company’s
state of incorporation from Nevada to Delaware. On November 23, 2005, HBDC II, Inc., a newly-formed wholly-owned subsidiary of
Darwin-DE, was merged with and into Health Benefits Direct Corporation, a privately-held Delaware corporation (“HBDC”), and the name of
the resulting entity was changed from Health Benefits Direct Corporation to HBDC II, Inc. Following the merger, Darwin-DE changed its
name to Health Benefits Direct Corporation. On November 29, 2010, Health Benefits Direct Corporation changed its name to InsPro
Technologies Corporation.

HBDC was formed in January 2004 for the purpose of acquiring, owning and operating businesses engaged in direct marketing and distribution
of health and life insurance products, primarily utilizing the Internet. On September 9, 2005, HBDC acquired three affiliated Internet health
insurance marketing companies, namely Platinum Partners, LLC, a Florida limited liability company, Health Benefits Direct II, LLC, a Florida
limited liability company, and Health Benefits Direct III, LLC, a Florida limited liability company. HBDC issued 7,500,000 shares of its
common stock and a warrant to purchase 50,000 shares of its common stock, in the aggregate, in exchange for 100% of the limited liability
company interests of these companies.

The acquisition of HBDC by the Company was accounted for as a reverse merger because, on a post-merger basis, the former HBDC
shareholders held a majority of the outstanding common stock of the Company on a voting and fully diluted basis. As a result, HBDC was
deemed to be the acquirer for accounting purposes. Accordingly, the consolidated financial statements presented for the period ended
December 31, 2005, are those of HBDC for all periods prior to the acquisition, and the financial statements of the consolidated companies from
the acquisition date forward. The historical shareholders' deficit of HBDC prior to the acquisition has been retroactively restated (a
recapitalization) for the equivalent number of shares received in the acquisition after giving effect to any differences in the par value of the
Company and HBDC's common stock, with an offset to additional paid-in capital. The restated consolidated retained earnings of the accounting
acquirer, HBDC, are carried forward after the acquisition.

During 2005 through October 1, 2007 our operations were primarily that of our former Telesales and Insurint businesses. We effectively sold
our former Telesales business in 2009 and our former Insurint business in 2010. Our former Telesales and Insurint businesses are now
classified as part of our discontinued operations. Today w e are a technology company that provides software applications for use by insurance
administrators in the insurance industry. Our business focuses primarily on our InsPro software application.

We acquired Atiam Technologies, L.P. on October 1, 2007 through our Atiam Technologies, LLC subsidiary. During the second quarter of
2009, Atiam Technologies, LLC was renamed InsPro Technologies, LLC (“InsPro LLC”). InsPro LLC is a provider of comprehensive,
web-based insurance administration software applications. InsPro LLC’s flagship software product is InsPro Enterprise, which was introduced
in 2004. InsPro LLC offers InsPro Enterprise on both a licensed and an ASP (Application Service Provider) basis. InsPro Enterprise is an
insurance administration and marketing system that supports group and individual business lines, and efficiently processes agent, direct market,
worksite and web site generated business. InsPro LLC’s clients include insurance carriers and third party administrators. InsPro LLC realizes
revenue from the sale of software licenses, application service provider fees, software maintenance fees and consulting and implementation
services.


                                                                     F- 8
                                   INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                  NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                     December 31, 2011

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Basis of presentation

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America
("US GAAP"). The consolidated financial statements of the Company include the Company and its subsidiaries. All material inter-company
balances and transactions have been eliminated.

For purposes of comparability, certain prior period amounts have been reclassified to conform to the 2011 presentation.

Use of estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect
certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Significant estimates in 2011 and 2010
include the warrant liability, allowance for doubtful accounts, stock-based compensation, the useful lives of property and equipment and
intangible assets, and revenue recognition.

Cash and cash equivalents

The Company considers all liquid debt instruments with original maturities of three months or less to be cash equivalents.

Restricted cash

Restricted cash pertained to all cash and cash equivalents that were held in restricted accounts pertaining to the Company’s letters of credit as
restricted cash. See Note 11 – Restricted Cash, Commitments and Contingencies.

Accounts receivable

The Company has a policy of establishing an allowance for uncollectible accounts based on its best estimate of the amount of probable credit
losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is
necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt.
Account balances deemed to be uncollectible are charged to the allowance after all means of collection have been exhausted and the potential
for recovery is considered remote. At December 31, 2011 and 2010, the Company has established, based on a review of its outstanding
balances, an allowance for doubtful accounts in the amount of $0 and $0, respectively.

The following table lists the percentage of the Company’s accounts receivable balance from the Company’s two largest InsPro Enterprise
clients.

                                                                                                   As of December 31,
                                                                                                  2011             2010

Largest InsPro client                                                                                     33 %                42 %
Second largest InsPro client                                                                              27 %                15 %


                                                                     F- 9
                                  INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                 NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                    December 31, 2011

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair value of financial instruments

The carrying amounts of financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable,
accrued expenses and capital leases approximated fair value as of December 31, 2011, and December 31, 2010, because of the relatively
short-term maturity of these instruments and their market interest rates.

Effective January 1, 2008, the Company adopted FASB ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and
liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally
accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands
disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or
operating results, but did expand certain disclosures.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of
observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

   Level 1:                 Observable inputs such as quoted market prices in active markets for identical assets or liabilities

   Level 2:                 Observable market-based inputs or unobservable inputs that are corroborated by market data

   Level 3:                 Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own
                            assumptions.

The Company measured its warrant liability using Level 3 inputs as defined by ASC 820.

Property and equipment

Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements
are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting
gains or losses are included in income in the year of disposition. In accordance with Statement of Financial Accounting Standards ASC 360,
"Accounting for the Impairment or Disposal of Long-Lived Assets," the Company examines the possibility of decreases in the value of fixed
assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

Intangible assets

Intangible assets consist of assets acquired in connection with the acquisition of InsPro LLC and costs incurred in connection with the
development of the Company’s software. See Note 3 – InsPro Technologies Acquisition and Note 5 – Intangible Assets.


                                                                      F- 10
                                   INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                  NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                     December 31, 2011

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company’s capitalization of software development costs for software used internally begins upon the establishment of technological
feasibility of the software. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require
considerable judgment by management with respect to certain external factors, including, but not limited to, anticipated future gross product
revenues, estimated economic life and changes in software and hardware technology. Capitalized software development costs are amortized
utilizing the straight-line method over the estimated economic life of the software not to exceed three years. We regularly review the carrying
value of software development assets and a loss is recognized when the unamortized costs are deemed unrecoverable based on the estimated
cash flows to be generated from the applicable software.

The Company’s InsPro LLC subsidiary capitalized certain costs valued in connection with developing or obtaining software for external use .
These costs, which consist of direct technology labor costs, are capitalized subsequent to the establishment of technological feasibility and until
the product is available for general release. Both prior and subsequent costs relating to the establishment of technological feasibility are
expensed as incurred. Development costs associated with product enhancements that extend the original product’s life or significantly improve
the original product’s marketability are also capitalized once technological feasibility has been established. Software development costs are
amortized on a straight-line basis over the estimated useful lives of the products not to exceed two years, beginning with the initial release to
customers. The Company continually evaluates whether events or circumstances have occurred that indicate the remaining useful life of the
capitalized software development costs should be revised or the remaining balance of such assets may not be recoverable. The Company
evaluates the recoverability of capitalized software based on the net realizable value of its software products, as defined by the estimated future
revenue from the products less the estimated future costs of completing and disposing of the products, compared to the unamortized capitalized
costs of the products. Capitalized software development costs were fully amortized as of December 31, 2010.

Impairment of long-lived assets

The Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying
amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future
cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated
fair value and its book value.

Warrant liability

The Company issued warrants, which contain certain anti-dilution provisions that reduce the exercise price of the warrants in certain
circumstances. See Note 8 – Equity - Common Stock Warrants.

Upon the Company’s adoption of the Derivative and Hedging Topic of the FASB Accounting Standards Codification (“ASC 815”) on
January 1, 2009, the Company determined that the warrants with provisions that reduce the exercise price of the warrants did not qualify for a
scope exception under ASC 815 as they were determined to not be indexed to the Company’s stock as prescribed by ASC 815. On January 1,
2009, the warrants, under ASC 815, were reclassified from equity to warrant liability for the then relative fair market value of $678,891.


                                                                     F- 11
                                   INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                  NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                     December 31, 2011

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company determined that the fair value of the warrant liability for warrants issued during 2010 to be $3,145,016 in aggregate. The fair
value of the warrant liability for warrants issued during 2010 was determined on the dates of their issuance, which was recorded in warrant
liability, using the Black Scholes Option Pricing Model based on an expected term of 5 years, an assumed dividend yield of 0% and the
following assumptions:

                                                       Common              Aggregate
                               Warrant               Stock Closing         Number of                            Risk Free Interest
  Warrant Issue Date         Exercise Price              Price             Warrants          Volatility               Rate                   Fair Value

       3/26/2010         $                0.20   $              0.041         5,535,000               345 %                       0.14 % $       226,880
       9/30/2010                          0.15                  0.120        18,000,010               392 %                       0.19 %       2,159,973
      11/29/2010                          0.15                  0.100         2,000,000               404 %                       0.18 %         199,998
      12/22/2010         $                0.15   $              0.070         7,973,780               476 %                       0.18 %         558,165
                                                                                                                                         $     3,145,016


For the year ended December 31, 2010, the Company recorded a gain on the change in fair value of derivative liability of $1,136,588 to mark
to market for the decrease in fair value of the warrants during the year ended December 31, 2010.

The Company determined that the fair value of the warrant liability at December 31, 2010 to be $4,030,340. The fair value was determined
using the Black Scholes Option Pricing Model based on the following assumptions: dividend yield: 0%, risk free rate: 0.2% and the following:

                                                                     Aggregate            Expected Term
                                            Warrant                  Number of              (Years) of
       Warrant Issue Date                 Exercise Price             Warrants                Warrants               Volatility             Fair Value

            1/15/2009                 $                  0.15           26,666,667                        3.0                    408 % $      1,732,347
            3/26/2010                                    0.15            7,380,000                        4.2                    446 %          479,697
            9/30/2010                                    0.15           18,000,010                        4.8                    472 %        1,170,000
           11/29/2010                                    0.15            2,000,000                        4.9                    480 %          130,000
           12/22/2010                 $                  0.15            7,973,780                        5.0                    484 %          518,296
                                                                                                                                       $      4,030,340


The following table presents a reconciliation of the warrant liability measured at fair value on a recurring basis using significant unobservable
input (Level 3) for the year ended December 31, 2010:

Warrant liability balance as of December 31, 2009                                                                                     $       2,021,912
Fair value of warrants issued during the year ended December 31, 2010                                                                         3,145,017
Fair value of warrants whose anti-dilution provisions expired during the year ended December 31, 2010                                        (1,123,710 )
Decrease in the fair value of warrants liability during the year ended December 31, 2010                                                        (12,879 )
Warrant liability balance as of December 31, 2010                                                                                     $       4,030,340


For the year ended December 31, 2011, the Company recorded a gain on the change in fair value of derivative liability of $2,356,114 to mark
to market for the decrease in fair value of the warrants during the year ended December 31, 2011.


                                                                          F- 12
NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company determined the fair value of the warrant liability at December 31, 2011 was $1,674,226. The fair value was determined using the
Black Scholes Option Pricing Model based on the following assumptions: dividend yield: 0%, risk free rate: 0.02% and the following:

                                                                Aggregate           Expected Term
                                          Warrant               Number of             (Years) of
       Warrant Issue Date               Exercise Price          Warrants               Warrants                 Volatility             Fair Value

            1/15/2009               $                0.15         26,666,667                       2.0                       521 % $       719,674
            3/26/2010                                0.15          7,380,000                       3.2                       587 %         199,260
            9/30/2010                                0.15         18,000,010                       3.8                       599 %         486,000
           11/29/2010                                0.15          2,000,000                       3.9                       600 %          54,000
           12/22/2010               $                0.15          7,973,780                       4.0                       600 %         215,292
                                                                                                                                   $     1,674,226


The following table presents a reconciliation of the warrant liability measured at fair value on a recurring basis using significant unobservable
input (Level 3) for the year ended December 31, 2011:

Warrant liability balance as of December 31, 2010                                                                                 $       4,030,340
Decrease in the fair value of warrant liability during the year ended December 31, 2011, included in net loss                            (2,356,114 )
Warrant liability balance as of December 31, 2011                                                                                 $       1,674,226


Income taxes

The Company accounts for income taxes under the liability method. Under this method, deferred income tax assets and liabilities are
determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax
rates and laws that will be in effect when the differences are expected to reverse.

Income (loss) per common share

Basic earnings per share is computed by dividing income (loss) from continuing operations by the weighted average number of shares of
common stock outstanding during the period. Diluted earnings per share is computed by dividing the adjusted net loss from operations for
diluted earnings per share by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive
securities outstanding during each period. The effects of common stock equivalents and potentially dilutive securities outstanding during 2011
and 2010 are excluded from the calculation of diluted loss per common share because it is anti-dilutive.


                                                                     F- 13
                                  INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                 NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                    December 31, 2011

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company's common stock equivalents include the following:

                                                                                                         December 31,           December 31,
                                                                                                            2011                   2010

Series A convertible preferred stock issued and outstanding                                                   25,535,000            25,535,000
Series B convertible preferred stock issued and outstanding                                                   55,947,580            55,947,580
Options, issued, outstanding and exercisable                                                                   4,510,000             4,240,000
Warrants to purchase common stock, issued, outstanding and exercisable                                        91,987,344            93,162,344
Warrants to purchase series A convertible preferred stock, issued, outstanding and exercisable                 6,000,000             3,000,000
                                                                                                             183,979,924           181,884,924


Revenue recognition

InsPro LLC offers InsPro Enterprise on both a licensed and an ASP basis. An InsPro Enterprise software license entitles the purchaser a
perpetual license to a copy of the InsPro Enterprise software installed at a single client location. Alternatively, ASP hosting service enables a
client to lease the InsPro Enterprise software, paying only for that capacity required to support their business. ASP clients access InsPro
Enterprise installed on InsPro LLC owned servers located at InsPro LLC’s offices or at a third party’s site.

InsPro LLC’s software maintenance fees apply to both licensed and ASP clients. Maintenance fees cover periodic updates to the application
and the InsPro Enterprise help desk.

InsPro LLC’s consulting and implementation services are generally associated with the implementation of an InsPro Enterprise instance for
either an ASP or licensed client, and cover such activity as InsPro Enterprise installation, configuration, modification of InsPro Enterprise
functionality, client insurance plan set-up, client insurance document design and system documentation.

InsPro LLC’s revenue is generally recognized under ASC 985-605. For software arrangements involving multiple elements, the Company
allocates revenue to each element based on the relative fair value or the residual method, as applicable using vendor specific objective evidence
to determine fair value, which is based on prices charged when the element is sold separately. Software revenue accounted for under ASC
985-605 is recognized when persuasive evidence of an arrangement exists, the software is delivered in accordance with all terms and conditions
of the customer contracts, the fee is fixed or determinable and collectibility is probable. Revenue related to post-contract customer support
(“PCS”), including technical support and unspecified when-and-if available software upgrades, is recognized ratably over the PCS term. Under
ASC 985-605, if fair value does not exist for any undelivered element, revenue is not recognized until the earlier of (i) delivery of such element
or (ii) when fair value of the undelivered element is established, unless the undelivered element is a service, in which case revenue is
recognized as the service is performed once the service is the only undelivered element.


                                                                     F- 14
                                   INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                  NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                     December 31, 2011

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company recognizes revenue from software license agreements when persuasive evidence of an agreement exists, delivery of the software
has occurred, the fee is fixed or determinable, and collectibility is probable. The Company considers fees relating to arrangements with
payment terms extending beyond one year to not be fixed or determinable and revenue for these arrangements is recognized as payments
become due from the customer. In software arrangements that include more than one InsPro Enterprise module, the Company allocates the total
arrangement fee among the modules based on the relative fair value of each of the modules.

License revenue allocated to software products generally is recognized upon delivery of the products or deferred and recognized in future
periods to the extent that an arrangement includes one or more elements to be delivered at a future date and for which fair values have not been
established. Revenue allocated to maintenance agreements is recognized ratably over the maintenance term and revenue allocated to training
and other service elements is recognized as the services are performed.

The unearned portion of InsPro LLC’s revenue, which is revenue collected or billed but not yet recognized as earned, has been included in the
consolidated balance sheet as a liability for deferred revenue.

See Note 2 - Discontinued Operations for revenue recognition for discontinued operations.

Cost of revenues

Cost of revenues includes direct labor and associated costs for employees and independent contractors performing InsPro Enterprise design,
development, implementation and testing together with customer management, training and technical support, as well as a portion of facilities,
equipment and software costs.

Advertising and other marketing

Advertising and other marketing costs are expensed as incurred.

Concentrations of credit risk

The Company maintains its cash and restricted cash in bank deposit accounts, which exceed the federally insured limits as provided through the
Federal Deposit Insurance Corporation (“FDIC”). In 2010 the FDIC insurance coverage limit has been permanently increased to $250,000 per
depositor, per institution as a result of the Dodd-Frank Wall Street and Consumer Protection Act. Beginning December 31, 2010, the FDIC has
implemented a new temporary insurance category to provide unlimited FDIC insurance coverage for funds held in noninterest-bearing
transaction accounts at insured banks. This temporary category will remain in effect through December 31, 2012.

At December 31, 2011, the Company had $3,702,053 of cash in United States bank deposits, of which $1,529,216 was federally insured and
$2,172,837 exceeded federally insured limits.


                                                                    F- 15
                                  INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                 NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                    December 31, 2011

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The following table lists the percentage of the Company’s revenue was earned from the Company’s two largest InsPro Enterprise clients.

                          For the Year ended December 31,
                                    2011          2010

Largest InsPro client                 29%             33%
Second largest InsPro client          20%             16%

Stock-based compensation

The Company accounts for stock based compensation transactions using a fair-value-based method and recognizes compensation cost for
share-based payments to employees based on their grant-date fair value from the beginning of the fiscal period in which the recognition
provisions are first applied.

Non-employee stock based compensation

The cost of stock based compensation awards issued to non-employees for services are recorded at either the fair value of the services rendered
or the instruments issued in exchange for such services, whichever is more readily determinable, based on their grant-date fair value from the
beginning of the fiscal period in which the recognition provisions are first applied.

Registration rights agreements

The Company classifies as liability instruments the fair value of registration rights agreements when such agreements (i) require it to file, and
cause to be declared effective under the Securities Act of 1933 as amended (the “Securities Act”), a registration statement with the Commission
within contractually fixed time periods, and (ii) provide for the payment of liquidating damages in the event of its failure to comply with such
agreements. Registration rights with these characteristics are accounted for as (i) derivative financial instruments at fair value and (ii) contracts
that are (a) indexed to and potentially settled in an issuer's own stock and (b) permit gross physical or net share settlement with no net cash
settlement alternative are classified as equity instruments.

At December 31, 2011, the Company does not believe that it is probable that the Company will incur a penalty in connection with the
Company’s registration rights agreements. Accordingly no liability was recorded as of December 31, 2011. See Note 8- Shareholders Equity –
Registration and Participation Rights.

Recent accounting pronouncements

In May 2011, the FASB issued guidance and clarification about the application of existing fair value measurements and disclosure
requirements. This guidance will be effective for interim and fiscal periods beginning after December 15, 2011. We will review the
requirements under the standard to determine what impacts, if any, the adoption would have on our consolidated financial statements.


                                                                      F- 16
                                  INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                 NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                    December 31, 2011

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In June 2011, FASB issued guidance which eliminates the current option to report other comprehensive income and its components in the
statement of changes in equity. The guidance requires all nonowner changes in stockholders’ equity to be presented either in a single
continuous statement of comprehensive income or in two separate but consecutive statements, and requires presentation on the face of the
financial statements of reclassification adjustments for items that are reclassified from other comprehensive income to net income. This
guidance is effective for fiscal periods beginning after December 15, 2011. The adoption of this standard will not impact our consolidated
financial statements.

In September 2011, the FASB amended its guidance regarding the disclosure requirements for employers participating in multiemployer
pension and other postretirement benefit plans (multiemployer plans) to improve transparency and increase awareness of the commitments and
risks involved with participation in multiemployer plans. The new accounting guidance requires employers participating in multiemployer
plans to provide additional quantitative and qualitative disclosures to provide users with more detailed information regarding an employer’s
involvement in multiemployer plans. The provisions of this new guidance are effective for annual periods beginning with fiscal years ending
after December 15, 2011, with early adoption permitted. The Company anticipates that adoption of these additional disclosures will not have a
material effect on our consolidated financial statements.

In September 2011, the FASB issued ASU No. 2011-08, Intangibles-Goodwill and Other (Topic 350)-Testing Goodwill for Impairment . The
amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2011.
The Company does not anticipate the provisions of ASU 2011-08 will have a material effect on our consolidated financial statements.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have
a material impact on the consolidated financial statements upon adoption.

NOTE 2 – DISCONTINUED OPERATIONS

The Company has classified its former telesales call center and external agent produced agency business (the “Agency Business”), its former
Insurint business, and its leased offices located in New York and Florida as discontinued operations.

During the first quarter of 2009, the Company ceased the direct marketing and sale of health and life insurance and related products to
individuals and families in its Telesales call center. The Company also determined to discontinue selling health and life insurance and related
products to individuals and families through its non employee ISG agents. On February 20, 2009 (the “Closing Date”), the Company entered
into and completed the sale of the Agency Business to eHealth Insurance Services, Inc. (“eHealth”), an unaffiliated third party, pursuant to the
terms of a Client Transition Agreement (the “Agreement”).

Pursuant to the Agreement the Company transferred to eHealth the broker of record status and the right to receive commissions on certain of
the in-force individual and family major medial health insurance policies and ancillary dental, life and vision insurance policies issued by
Aetna, Inc., Golden Rule, Humana, PacifiCare, Inc., Assurant and United Healthcare Insurance Co. (collectively, the “Specified Carriers”) on
which the Company was designated as broker of record as of the Closing Date (collectively, the “Transferred Policies” and each, a
“Transferred Policy”). Certain policies and products were excluded from the transaction, including the Company’s agency business generated
through its ISG agents, all short term medical products and all business produced through carriers other than the Specified Carriers. In addition,
the Agreement also provides for the transfer to eHealth of certain lead information relating to health insurance prospects (the “Lead Database”).


                                                                     F- 17
                                  INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                 NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                    December 31, 2011

NOTE 2 – DISCONTINUED OPERATIONS (continued)

Pursuant to the Agreement eHealth has agreed to pay to HBDC II, Inc., a Delaware corporation and a wholly-owned subsidiary of the
Company (“HBDC II”), a portion of each commission payment received by eHealth and reported by the Specified Carrier relating to a
Transferred Policy for the duration of the policy, provided that eHealth remains broker of record on such Transferred Policy.

On March 31, 2010, the Company entered into and completed an asset purchase agreement for the sale of Insurint (the “Insurint Sale
Agreement”) with an unaffiliated third party. Pursuant to the terms of the Insurint Sale Agreement, the Company sold substantially all of the
assets used in the Company’s former Insurint business, including the Insurint software, the www.insurint.com web site, other intellectual
property specific to Insurint, including but not limited to the customer base, and all future revenue pertaining to Insurint. The buyer agreed to
assume future Insurint commitments and expenses subsequent to March 31, 2010. Pursuant to the Insurint Sale Agreement, the Company will
receive in aggregate $625,000 in cash from the buyer of Insurint, of which $312,500 was received on April 1, 2010 and the $312,500 balance
will be received over 23 equal monthly installments in the amount of $13,020.83, with the first monthly payment due on May 1, 2010, and the
last monthly payment in the amount of $13,020.91 and due on April 1, 2012. The Company recorded a gain on the sale of Insurint of $578,569
on March 31, 2010.

Revenue Recognition for Discontinued Operations

Our discontinued operations generates revenue primarily from transition policy commissions pursuant to the Agreement, renewal commissions
paid to the Company by insurance companies based upon the insurance policies sold to consumers by the Company’s Agency Business prior to
the Closing Date, and sub-leasing revenue.

We recognize commissions and other revenue from carriers after we receive notice that the insurance carrier has received payment of the
related premium. The Company recognizes as revenue commission payments received from eHealth in connection with the Agreement upon
the Company’s notification by eHealth of such amounts.

The Company also generated revenue in 2010 from the sub-lease of our leased New York City office, which was sub-leased on a month to
month basis through December 31, 2010, and also from the sub-lease of our leased Deerfield Beach Florida office, which was leased under
operating leases through February 28, 2011. We recognized sub-lease revenue when lease rent payments are due in accordance with the
sub-lease agreements. Recognition of sub-lease revenue commences when control of the facility has been given to the tenant.

The financial position of discontinued operations was as follows:

                                                                                       December 31, 2011                December 31, 2010

Accounts receivable                                                                $                    49,779      $                  149,913
Deferred compensation advances                                                                               -                             200
Prepaid expenses                                                                                             -                           4,332
Other current assets                                                                                    54,227                         174,103
Other assets                                                                                                 -                          51,227
Accounts payable                                                                                             -                         (82,431 )
Accrued expenses                                                                                             -                        (134,203 )
Sub-tenant security deposit                                                                                  -                         (99,840 )
Net current assets of discontinued operations                                      $                   104,006      $                   63,301



                                                                     F- 18
                                INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                               NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                  December 31, 2011

NOTE 2 – DISCONTINUED OPERATIONS (continued)

The results of discontinued operations do not include any allocated or common overhead expenses. The results of operations of discontinued
operations were as follows:

                                                                                             For the Year Ended December 31,
                                                                                             2011                       2010
Revenues:
Commission and other revenue from carriers                                          $              178,705        $              452,360
Transition policy commission pursuant to the Agreement                                             703,311                     1,114,477
Gain on the sale of Insurint                                                                             -                       578,569
Gain on disposal of property and equipment                                                               -                         6,530
Lead sale revenue                                                                                        -                           156
Insurint revenue                                                                                         -                        53,340
Sub-lease revenue                                                                                  150,054                     1,219,723

                                                                                                 1,032,070                     3,425,155

Operating expenses:
 Salaries, employee benefits and related taxes                                                      11,200                       238,698
 Rent, utilities, telephone and communications                                                     171,687                       312,068
 Professional fees                                                                                  (1,961 )                     182,424
 Other general and administrative                                                                   47,155                       228,290

                                                                                                   228,081                       961,480

Gain from discontinued operations                                                   $              803,989        $            2,463,675


NOTE 3 - ACQUISITION OF INSPRO TECHNOLOGIES

On October 1, 2007, HBDC Acquisition, LLC (“HBDC Sub”), a Delaware limited liability company and wholly-owned subsidiary of the
Company, entered into an Agreement to Transfer Partnership Interests (the “Bilenia Agreement”) with the former partners (the “Bilenia
Partners”) of BileniaTech, L.P., a Delaware limited partnership (“Bilenia”), whereby HBDC Sub purchased all of the outstanding general and
limited partnership interests of Atiam Technologies, L.P., a Delaware limited partnership, owned by the Bilenia Partners. Bilenia owned
approximately 40% of Atiam Technologies, L.P. The execution of the Bilenia Agreement and the transfer of the Atiam partnership interests to
HBDC Sub thereunder were conditions precedent to the closing of the Merger Agreement (as defined below) on October 1, 2007 (the “Atiam
Closing Date”).

The aggregate amount paid by HBDC Sub to the Bilenia Partners for the Atiam partnership interests under the Bilenia Agreement was
$1,000,000, consisting of $500,000 in cash and 224,216 shares of the Company’s common stock, which shares had an aggregate value of
$500,000 based on the average closing price per share ($2.23) of Company common stock on The Over the Counter Bulletin Board
(“OTCBB”) on the five consecutive trading days preceding the Atiam Closing Date.

On September 21, 2007, the Company entered into an Agreement and Plan of Merger (the “Atiam Merger Agreement”) by and among the
Company, HBDC, System Consulting Associates, Inc., a Pennsylvania corporation (“SCA”), and the shareholders of SCA party thereto (the
“Shareholders”). SCA owned approximately 60% of Atiam Technologies, L.P. The Company and SCA closed on the Merger on October 1,
2007.


                                                                  F- 19
                                  INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                 NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                    December 31, 2011

NOTE 3 – ACQUISITION OF INSPRO TECHNOLOGIES (continued)

The Atiam Merger Agreement provided for a business combination whereby SCA would be merged with and into HBDC Sub, with HBDC Sub
continuing as the surviving corporation and as a wholly-owned subsidiary of the Company (the “Atiam Merger”). The aggregate amount paid
by the Company with respect to all outstanding shares of capital stock of SCA (such amount, the “Atiam Merger Consideration”) was
$2,000,000, consisting of (a) $850,000 in cash and (b) 515,697 unregistered shares of the Company’s common stock, which number of shares
had a value of $1,150,000 based on the average closing price per share ($2.23) of Common Stock on OTCBB on the five consecutive trading
days preceding the closing date. Upon the effectiveness of the Atiam Merger, each share of SCA common stock issued and outstanding
immediately prior to the closing date was converted into the right to receive a pro rata portion of the Atiam Merger Consideration. The
Company placed certificates representing 134,529 shares, or an amount equal to $300,000, of the Company’s common stock that otherwise
would be payable to the Shareholders as Atiam Merger Consideration into an escrow account, which shares were held in escrow for a period of
one year to satisfy any indemnification claims by the Company or HBDC Sub under the Atiam Merger Agreement.

Through October 1, 2007, SCA operated through Atiam Technologies, L.P. Subsequent to October 1, 2007, SCA was merged into HBDC Sub,
which was subsequently renamed Atiam Technologies, LLC in 2007 and subsequently renamed InsPro Technologies, LLC in 2009 and
operates as the Company’s InsPro LLC business. The results of InsPro LLC have been included in the Company’s statement of operations as of
October 1, 2007.

The Company accounted for the acquisition of InsPro LLC using the purchase method of accounting. Our calculation for the consideration paid
for InsPro LLC in connection with the Bilenia Agreement and the Atiam Merger Agreement in the aggregate was $3,080,744 and consisted of
the following:

Cash payments to sellers                                                             $    1,350,000
Fair value of common stock issued to sellers                                              1,650,006
Direct transaction fees and expenses                                                         80,738
                                                                                     $    3,080,744


We estimated the fair values of InsPro LLC’s assets acquired and liabilities assumed at the date of acquisition as follows:

Cash                                                                          $     608,534
Accounts receivable                                                                 643,017
Prepaid expenses & other assets                                                      22,623
Property and equipment, net                                                         158,819
Other Assets – Refunds                                                                3,401
Intangible Assets                                                                 2,097,672
Accounts payable                                                                    (34,278 )
Accrued expenses                                                                   (122,675 )
Income Taxes Payable                                                               (157,288 )
Deferred Revenue                                                                   (120,000 )
Long and short term capital lease obligations                                       (19,081 )
                                                                              $   3,080,744



                                                                     F- 20
                                  INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                 NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                    December 31, 2011

NOTE 3 – ACQUISITION OF INSPRO TECHNOLOGIES (continued)

Intangible assets acquired from InsPro LLC were assigned the following values: value of client contracts and relationships other than license
with an assigned value of $1,089,223 amortized straight line over five years; value of purchased software for sale and licensing value with an
assigned value of $644,449 amortized straight line over five years; and employment and non-compete agreements acquired with an assigned
value of $364,000 amortized straight line over three years. Intangible assets acquired from InsPro LLC had the following unamortized values as
of December 31, 2011; value of client contracts and relationships other than licensing of $163,383; and value of purchased software for sale
and licensing value of $96,667.

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

                                                                 Useful
                                                                  Life
                                                                (Years)           At December 31, 2011            At December 31, 2010
Computer equipment and software                                             3   $              1,354,525        $              1,139,721
Office equipment                                                          4.6                     204,442                         194,360
Office furniture and fixtures                                             6.7                     189,857                         191,363
Leasehold improvements                                                    9.8                      34,034                          34,034
                                                                                               1,782,858                       1,559,478

Less accumulated depreciation                                                                    (1,286,166 )                      (945,860 )

                                                                                $                  496,692      $                   613,618


For the years ended December 31, 2011 and 2010, depreciation expense was $340,306 and $395,365, respectively.

NOTE 5 – INTANGIBLE ASSETS

Intangible assets consisted of the following:

                                                                 Useful
                                                                  Life
                                                                (Years)             At December 31, 2011            At December 31, 2010
InsPro Technologies intangible assets acquired                            4.7   $                2,097,672      $                2,097,672
Software development costs for external marketing                           2                       174,296                         174,296
                                                                                                 2,271,968                       2,271,968

Less: accumulated amortization                                                                   (2,011,918 )                    (1,665,183 )

                                                                                $                  260,050      $                   606,785


For the years ended December 31, 2011 and 2010, amortization expense was $346,735 and $481,280 respectively.

Amortization expense subsequent to the period ended December 31, 2011 is $260,050 in 2012.


                                                                   F- 21
                                   INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                  NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                     December 31, 2011

NOTE 6 – SECURED NOTE FROM RELATED PARTY

On December 22, 2009, the Company and its subsidiaries entered into a Loan Agreement (the “Loan Agreement”) and a $1,250,000 Secured
Promissory Note (the “Note”) with The Co-Investment Fund II, L.P. (“Co-Investment”). Co-Investment is the controlling stockholder of the
Company and a designee of Cross Atlantic Capital Partners, Inc., of which Frederick C. Tecce, one of our directors, is a managing partner and
of which Donald Caldwell, also one of our directors and Chairman of our board of directors, is Chairman and Chief Executive Officer.

Pursuant to the terms of the Loan Agreement and the Note, Co-Investment extended the principal sum of $1,250,000 (the “Loan”) to the
Company and its subsidiaries (collectively, the “Borrowers”). Pursuant to the Note, the Borrowers agreed to pay to the order of Co-Investment,
the outstanding principal amount of the Note plus interest. Interest accrued on the unpaid principal balance of the Note at an annual rate of
8%, except in the case of an event of default as set forth in the Loan Agreement, in which case the rate of interest would increase to 11% until
such event of default is cured. All principal and accrued interest was due and payable on December 22, 2010. Co-Investment may have
accelerated payment of the Loan in the event of default on the Loan as set forth in Loan Agreement.

On June 15, 2010, the Company and Co-Investment agreed to modify the terms of the Loan Agreement and the Note to: (i) increase the Loan
from $1,250,000 to $2,250,000 on June 15, 2010 and (ii) allow Co-Investment to require the Company to repay to Co-Investment an amount
not to exceed the loan balance plus accrued interest in the form of the Company’s equity securities at the conversion price and terms identical
to the price and terms of the Company’s next issuance of common or preferred stock issued for cash consideration occurring after June 15,
2010 (an “Equity Issuance”). An Equity Issuance occurred on September 30, 2010. The Company and Co-Investment agreed in the event that
the Company did not have a sufficient number of authorized shares of its equity securities to issue to Co-Investment the Company and
Co-Investment would jointly cooperate with one another in obtaining the necessary shareholder approval to increase the number of authorized
shares of the Company’s equity securities and the effective date of the issuance and repayment would be the date of the Company’s shareholder
approval.

On December 22, 2010, the Company entered into and completed a note conversion (the “Note Conversion”) with Co-Investment, in which as
consideration for the repayment of the Note and accrued interest in the amount in aggregate of $2,392,136 the Company issued an aggregate of
797,378 shares of its Series B Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”), warrants to purchase
7,973,780 shares of its common stock, par value $0.001 (“Common Stock”) and $2.40 in cash, as full repayment of all outstanding principal
and accrued interest under the Loan Agreement and Note pursuant to the terms of a note conversion agreement (the “Conversion Agreement”).
See Note 8 – Shareholders’ Equity – Series A Preferred Stock.

NOTE 7 – RELATED PARTY TRANSACTIONS

Effective with the March 26, 2010 expiration of a subscription rights offering Co-Investment exercised 1,000 basic subscription rights for
$1,000,000 and the Company issued to Co-Investment 250,000 shares of Series A Convertible Preferred Stock, par value $0.001 per share
(“Series A Preferred Stock”) and five-year warrants to purchase in aggregate 5,000,000 shares of Common Stock at an exercise price of $0.20
per share. See Note 8 - Shareholders’ Equity– Series A Preferred Stock and Common Stock Warrants - 2010.


                                                                    F- 22
                                 INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                   December 31, 2011

NOTE 7 – RELATED PARTY TRANSACTIONS (continued)

On September 30, 2010, the Company entered into and completed a private placement (the “2010 Private Placement”) with certain accredited
investors, including Independence Blue Cross, a Pennsylvania hospital plan corporation (“Independence Blue Cross”), for an aggregate of
1,800,001 shares of Series B Preferred Stock, and warrants (“September 2010 Warrants”) to purchase 18,000,010 shares of our Common Stock,
pursuant to the terms of a securities purchase agreement (the “2010 Purchase Agreement”). Independence Blue Cross purchased an aggregate
of 1,666,667 shares of Series B Preferred Stock, and September 2010 Warrants to purchase 14,666,670 shares of Common Stock. See Note 8 -
Shareholders’ Equity– Series A Preferred Stock and Common Stock Warrants - 2010.

In connection with the 2010 Private Placement, Equity Issuance the Company agreed to amend the warrants issued to Co-Investment in
connection with the 2009 Private Placement and the warrants issued to Co-Investment and other investors in connection with the Company’s
March 2010 rights offering (the “Prior Warrants”) such that the expiration dates of the anti-dilution provisions of the Prior Warrants were
extended to the expiration date of the anti-dilution provisions of the warrants issued in the 2010 Private Placement. See Note 8 - Shareholders’
Equity – Common Stock Warrants - 2010.

On December 22, 2010, as consideration for the repayment of the Note and accrued interest in the amount in aggregate of $2,392,136 the
Company issued to Co-Investment an aggregate of 797,378 shares of its Series B Preferred Stock, warrants to purchase 7,973,780 shares of its
Common Stock in accordance with the Conversion Agreement and $2.40 cash. See Note 6 – Secured Note from Related Party. See Note 8 –
Shareholders’ Equity– Series B Preferred Stock and Common Stock Warrants - 2010.

NOTE 8 – SHAREHOLDERS’ EQUITY

Common Stock

Effective November 18, 2010, our shareholders approved an amendment to our certificate of incorporation, as amended, to increase the number
of authorized shares of Common Stock from 200,000,000 shares to 300,000,000 shares.

Preferred Stock

Effective November 18, 2010, our shareholders approved an amendment to our certificate of incorporation, as amended, to increase the number
of authorized shares of preferred stock from 10,000,000 shares to 20,000,000 shares.

Series A Preferred Stock

On January 14, 2009, the Company filed a Certificate of Designation with the Secretary of State of the State of Delaware. The Certificate of
Designation was approved by the Company’s Board of Directors on January 12, 2009 and became effective upon filing. The Certificate of
Designation provides for the terms of the Company’s Series A Preferred Stock issued pursuant to the 2009 Purchase Agreement.

On January 15, 2009, the Company completed the 2009 Private Placement with Co-Investment, for an aggregate of 1,000,000 shares of its
Series A Preferred Stock, and warrants to purchase 1,000,000 shares of its Series A Preferred Stock, pursuant to the terms of the 2009 Purchase
Agreement. The gross proceeds from the closing were $4,000,000 and the Company intends to use the net proceeds of the 2009 Private
Placement for working capital purposes.


                                                                    F- 23
                                  INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                 NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                    December 31, 2011

NOTE 8 – SHAREHOLDERS’ EQUITY (continued)

Pursuant to the 2009 Purchase Agreement, the Company agreed to sell to Co-Investment 1,000,000 investment units (each, a “2009 Unit”) in
the 2009 Private Placement at a per 2009 Unit purchase price equal to $4.00. Each 2009 Unit sold in the 2009 Private Placement consisted of
one share of Series A Preferred Stock and a warrant to purchase one share of Series A Preferred Stock at an initial exercise price of $4.00 per
share, subject to adjustment (the “2009 Warrant”).

The Series A Preferred Stock is entitled to vote as a single class with the holders of the Company’s common stock, with each share of Series A
Preferred Stock having the right to 20 votes. Upon the liquidation, sale or merger of the Company, each share of Series A 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 Series A Preferred
Stock original issue price or $12,767,500, subject to certain customary adjustments, or (B) the amount such share of Series A Preferred Stock
would receive if it participated pari passu with the holders of common stock on an as-converted basis. Each share of Series A Preferred Stock
becomes convertible into 20 shares of common stock, subject to adjustment and at the option of the holder of the Series A Preferred Stock,
immediately after shareholder approval of the Charter Amendment (as defined below). For so long as any shares of Series A Preferred Stock
are outstanding, the vote or consent of the holders of at least two-thirds of the Series A Preferred Stock is required to approve (Y) any
amendment to the Company’s certificate of incorporation or bylaws that would adversely alter the voting powers, preferences or special rights
of the Series A Preferred Stock or (Z) any amendment to the Company’s certificate of incorporation to create any shares of capital stock that
rank senior to the Series A Preferred Stock. In addition to the voting rights described above, for so long as 1,000,000 shares of Series A
Preferred Stock are outstanding, the vote or consent of the holders of at least two-thirds of the shares of Series A Preferred Stock 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 Series A Preferred Stock with an amount per share equal to two and a half (2.5) times the
Series A Preferred Stock original issue price or $12,767,500 in aggregate for all issued and outstanding Series A Preferred Stock.

The Company was required, under the terms of the 2009 Purchase Agreement, to file a proxy statement (the “Proxy Statement”) and hold a
special meeting of the Company’s shareholders (the “Special Meeting”) within 75 days of the effective date of the 2009 Purchase Agreement
for the purpose of approving a certificate of amendment to the Company’s certificate of incorporation to increase the total number of the
Company’s authorized shares of common stock from 90,000,000 to 200,000,000 (the “Charter Amendment”). Under the terms of the 2009
Purchase Agreement, Co-Investment agreed to vote all Preferred Shares and shares of common stock beneficially owned by it in favor of the
Charter Amendment at the Special Meeting. The Company filed a Proxy Statement and on March 25, 2009 held a Special Meeting of
shareholders whereby shareholders voted and approved the Charter Amendment.

The Company allocated the $4,000,000 proceeds received from the 2009 Private Placement net of $55,617 of costs incurred to co mplete 2009
Private Placement to the Preferred Shares and 2009 Warrants based on their relative fair values, which were determined to have a fair value in
aggregate of $3,758,306. The Company determined the 2009 Warrants are properly classified as an equity instrument. The Company recorded
the value of the Preferred Shares as $1,983,984 and the value of the 2009 Warrants as $1,960,399 in additional paid in capital. The Company
determined the fair value of the Preferred Shares to be $1,900,000 based on the closing price of the Company’s common stock on January 15,
2009 and the 20 to 1 conversion ratio of the Preferred Shares into shares of common stock. The Company determined the fair value of the 2009
Warrants to be $1,877,412 using a Black-Scholes option pricing model with the following assumptions: expected volatility of 236%, a risk-free
interest rate of 0.12%, an expected term of 5 years and 0% dividend yield.


                                                                     F- 24
                                  INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                 NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                    December 31, 2011

NOTE 8 – SHAREHOLDERS’ EQUITY (continued)

On January 14, 2010 the Company filed a prospectus for a rights offering on Form S-1/A, which the Commission declared effective on January
22, 2010, to distribute to shareholders at no charge, one non-transferable subscription right for each 12,256 shares of our common stock and
613 shares of our Series A Preferred Stock owned as of January 1, 2010, the record date, either as a holder of record or, in the case of shares
held of record by brokers, dealers, custodian banks or other nominees on shareholders’ behalf, as a beneficial owner of such shares. This rights
offering was designed to give all of the holders of the Company’s common stock the opportunity to participate in an equity investment in the
Company on the same economic terms as the Company’s 2009 Private Placement.

The basic subscription right entitled the holder to purchase one unit (a “Subscription Unit”) at a subscription price of $1,000. A Subscription
Unit consisted of 250 shares of Series A Preferred Stock and a five-year warrant to purchase 5,000 shares of common stock at an exercise price
of $0.20 per share. In the event that a holder of subscription rights purchased all of the basic Subscription Units available to the holder then
pursuant to their basic subscription rights, the holder had the option to choose to subscribe for a portion of any Subscription Units that were not
purchased by all other holders of Subscription Units through the exercise of their basic subscription rights.

Effective with the expiration of the subscription rights, which occurred on March 26, 2010, holders of subscription rights exercised in
aggregate 1,061 basic subscription rights and 46 over-subscription rights for a total 1,107 Subscription Units. As a result of the exercise of
1,107 subscription rights the Company received $1,107,000 in gross proceeds, and on March 26, 2010, issued in aggregate 276,750 shares of
Series A Preferred Stock and five-year warrants to purchase in aggregate 5,535,000 shares of common stock at an exercise price of $0.20 per
share. Effective with the expiration of the rights offering all unexercised subscription rights expired. The Series A Preferred Stock issued in
2010 has the same terms as the Series A Preferred Stock issued in 2009.

The Company allocated $226,880 of the $1,107,000 proceeds received as a result of the exercise of Subscription Units to the warrant liability
using a Black-Scholes option pricing model with the following assumptions: expected volatility of 345%, a risk-free interest rate of 0.14%, an
expected term of 5 years and 0% dividend yield. See Note 1 – Warrant Liability. The remaining $880,120 of the proceeds received was
allocated to the Series A Preferred Stock.

Series B Preferred Stock

On September 30, 2010, the Company filed a Certificate of Designation with the Secretary of State of the State of Delaware. The Certificate of
Designation was approved by the Company’s Board of Directors on September 9, 2010 and became effective upon filing. The Certificate of
Designation provides for the terms of the Company’s Series B Preferred Stock issued pursuant to the 2010 Purchase Agreement.

On September 30, 2010, the Company entered into and completed the 2010 Private Placement with the participating investors, including
Independence Blue Cross (the “Investors”), for an aggregate of 1,800,001 shares of Series B Preferred Stock, and September 2010 Warrants to
purchase 18,000,010 shares of its Common Stock, pursuant to the terms of the 2010 Purchase Agreement. The gross proceeds from the closing
were $5.4 million and the Company intends to use the net proceeds of the 2010 Private Placement for working capital purposes.

Pursuant to the 2010 Purchase Agreement, the Company agreed to sell to the Investors 1,800,001 investment units (each, a “2010 Unit”) in the
2010 Private Placement at a per 2010 Unit purchase price equal to $3.00. Each 2010 Unit sold in the 2010 Private Placement consisted of one
share of Series B Preferred Stock and a September 2010 Warrant to purchase ten shares of Common Stock at an initial exercise price of $0.15
per share, subject to adjustment.


                                                                     F- 25
                                  INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                 NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                    December 31, 2011

NOTE 8 – SHAREHOLDERS’ EQUITY (continued)

The Series B Preferred Stock is entitled to vote as a single class with the holders of the Company’s common and preferred stock, with each
share of Series B Preferred Stock having the right to 20 votes. Upon the liquidation, sale or merger of the Company, each share of Preferred
Stock is entitled to receive an amount equal to the greater of (A) a liquidation preference equal to the Series B Preferred Stock original issue
price, subject to certain customary adjustments, or (B) the amount such share of Series B Preferred Stock would receive if it participated pari
passu with the holders of common and preferred stock on an as-converted basis. Each share of Series B Preferred Stock becomes convertible
into 20 shares of common stock, subject to adjustment and at the option of the holder of the Series B Preferred Stock. For so long as any shares
of Series B Preferred Stock are outstanding, the vote or consent of the holders of at least two-thirds of the Series B Preferred Stock is required
to approve (Y) any amendment to the Company’s certificate of incorporation or bylaws that would adversely alter the voting powers,
preferences or special rights of the Series B Preferred Stock or (Z) any amendment to the Company’s certificate of incorporation to create any
shares of capital stock that rank senior to the Series B Preferred Stock. In addition to the voting rights described above, for so long as 1,000,000
shares of Series B Preferred Stock are outstanding, the vote or consent of the holders of at least two-thirds of the shares of Series B Preferred
Stock 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 Series B Preferred Stock with an amount per share equal the Series B
Preferred Stock original issue price in aggregate for all issued and outstanding Series B Preferred Stock.

Under the terms of the 2010 Purchase Agreement, and subject to the approval of the Company’s shareholders of the amendment to the
Certificate of Incorporation of the Company to increase the number of shares of authorized Common Stock of the Company, the Company sold
an additional 200,000 Units to the Investors on November 29, 2010, on the same terms and conditions as described in the 2010 Purchase
Agreement (the “Subsequent Closing”).

The Company agreed, pursuant to the terms of the 2010 Purchase Agreement, that, except for the Follow-on Financing (as defined in the 2010
Purchase Agreement), for a period of 90 days after the effective date (the “Initial Standstill”) of the 2010 Purchase Agreement, the Company
would 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 Company allocated $2,159,973 of the $5,400,001 proceeds received as a result of the 2010 Purchase Agreement to the warrant liability
using a Black-Scholes option pricing model with the following assumptions: expected volatility of 392%, a risk-free interest rate of 0.19%, an
expected term of 5 years and 0% dividend yield. See Note 1 – Warrant Liability. The remaining $3,240,028 of the proceeds received was
allocated to the Series B Preferred Stock less $30,505 of legal expenses incurred as a result of the 2010 Purchase Agreement.

On November 29, 2010, the Company completed the Subsequent Closing and issued 200,000 shares of Series B Preferred Stock and a warrant
to purchase 2,000,000 shares of the Company’s Common Stock at an initial exercise price of $0.15 per share, subject to adjustment, to
Independence Blue Cross. The Company allocated $199,998 of the $600,000 proceeds received as a result of the Subsequent Closing to the
warrant liability using a Black-Scholes option pricing model with the following assumptions: expected volatility of 404%, a risk-free interest
rate of 0.18%, an expected term of 5 years and 0% dividend yield. See Note 1 – Warrant Liability. The remaining $400,002 of the proceeds
received was allocated to the Series B Preferred Stock.


                                                                      F- 26
                                 INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                   December 31, 2011

NOTE 8 – SHAREHOLDERS’ EQUITY (continued)

On December 22, 2010, the Company entered into and completed the Note Conversion with Co-Investment, in which as consideration for the
repayment of the Note and accrued interest in the amount in aggregate of $2,392,136 the Company issued an aggregate of 797,378 shares of
Series B Preferred Stock, warrants to purchase 7,973,780 shares of its Common Stock and $2.40 in cash, as full repayment of all outstanding
principal and accrued interest under the Loan Agreement and Note pursuant to the terms of the Conversion Agreement. The Company allocated
$558,165 of the $2,392,136 gross proceeds received as a result of the Note Conversion to the warrant liability using a Black-Scholes option
pricing model with the following assumptions: expected volatility of 476%, a risk-free interest rate of 0.18%, an expected term of 5 years and
0% dividend yield. See Note 1 – Warrant Liability. The Company allocated the remaining $1,833,969 of the gross proceeds received to the
Series B Preferred Stock less $15,800 of legal expenses incurred as a result of the Note Conversion.

On December 22, 2010, the Company filed a Certificate of Amendment to the Certificate of Designation of Series B Convertible Preferred
Stock (the “Series B Certificate of Amendment”) with the Secretary of State of the State of Delaware. The Series B Certificate of Amendment
was approved by the Company’s Board of Directors on December 20, 2010 and became effective upon filing. The Series B Certificate of
Amendment increases the number of authorized shares of Series B Preferred Stock from 2,250,000 to 5,000,000.

Stock Options

2010

On March 25, 2010 the Company issued to an executive of the Company a stock option to purchase a total of 250,000 shares of the Company’s
common stock, which vests as follows: 50,000 shares of common stock on each of July 31, 2010, January 31, 2011, July 31, 2011, January 31,
2012 and July 31, 2012. This option has a five year term and an exercise price of $0.06, which is equal to closing price of one share of the
Company’s common stock as quoted on the OTCBB on March 25, 2010.

On July 9, 2010 the Company issued to five executives of the Company stock options in aggregate to purchase a total of 500,000 shares of the
Company’s common stock, which vests as follows: 125,000 shares of common stock on each of January 9, 2011, July 9, 2011, January 9, 2012
and July 9, 2012. These options have a five year term and an exercise price of $0.065, which is equal to closing price of one share of the
Company’s common stock as quoted on the OTCBB on July 9, 2010.

On August 18, 2010, the board of directors of the Company adopted the Company's 2010 Equity Compensation Plan (“the 2010 Plan”), which
plan was subject to shareholder approval. An aggregate of 1,500,000 shares of the Company’s common stock have been reserved for issuance
under the 2010 Plan in addition to any authorized and unissued shares of common stock available for issuance under the 2008. The purpose of
the 2010 Plan is to provide a comprehensive compensation program to attract and retain qualified individuals to serve as employees, directors
or key outside consultants. The Company is authorized to award cash fees and issue non-qualified stock options under the 2010 Plan. The 2010
Plan is administered by the Company’s board of directors or the compensation committee established by the board.

On August 18, 2010 the Company issued to Mr. Oakes a stock option grant under the 2010 Plan, subject to shareholder approval, to purchase a
total of 1,500,000 shares of the Company’s common stock, which vests as follows: 375,000 shares of common stock on each of June 30, 2011,
2012, 2013 and 2014. This option grant has a five year term and an exercise price of $0.111, which is equal to closing price of one share of the
Company’s common stock as quoted on the OTCBB on August 18, 2010. As of September 30, 2010 there were 1,500,000 options granted
under the 2010 Plan.


                                                                    F- 27
                                 INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                   December 31, 2011

NOTE 8 – SHAREHOLDERS’ EQUITY (continued)

During the year ended December 31, 2010, 850,000 options previously granted to Mr. Alvin Clemens, the former Co-Chairman of the
Company’s board, were forfeited as a result of Mr. Clemens resignation from the board in accordance with the terms of the stock options.
During the year ended December 31, 2010, 416,648 options previously granted to Mr. Charles Eissa, the former COO of the Company, were
forfeited as a result of Mr. Eissa’s termination of employment in accordance with the terms of the stock option. Also during the year ended
December 31, 2010, 70,000 options previously granted to other former employees were forfeited in accordance with the terms of the stock
options.

Effective November 18, 2010, our shareholders approved the adoption of the 2010 Plan and the August 18, 2010 stock option grant to Mr.
Oakes. Pursuant to the terms of the 2010 Plan, the 2008 Plan was merged with and into the 2010 Plan effective as of November 18, 2010. No
additional grants will be made thereafter under the 2008 Plan. Outstanding grants under the 2008 Plan will continue in effect according to their
terms as in effect before the plan merger and the common shares with respect to outstanding grants under the 2008 Plan will be issued or
transferred under the 2010 Plan.

2011

During 2011, 425,000 options previously granted to Warren Musser, the former vice chairman of the Company’s board of directors, expired in
accordance with the terms of the stock options. During 2011, 330,000 options previously granted to various current and former employees
expired in accordance with the terms of the stock options.

On June 20, 2011, the Company issued to Mr. Michael Mullin, who is InsPro Technologies’ Chief Operating Officer, a stock option grant to
purchase a total of 1,000,000 shares of the Company’s common stock, which vests as follows: 200,000 shares of common stock on each of
December 20, 2011 and June 20, 2012, and 300,000 shares of common stock on each of June 20, 2013 and June 20, 2014. This option has a
five year term and an exercise price of $0.10, which is equal to the closing price of one share of the Company’s common stock as quoted on the
OTCBB on June 20, 2011. The fair value of the option granted to Mr. Mullin was estimated as of the date of grant using the Black-Scholes
option-pricing model based on the following assumptions: Expected volatility: 516%, risk-free interest rate: 0.03%, expected life in years: 5,
and assumed dividend yield: 0%.

The Company recorded compensation expense pertaining to employee stock options and restricted and unrestricted stock grants as follows:

                                                                                                             For year ended December 31,
                                                                                                               2011              2010

Salaries, commission and related taxes                                                                   $        94,302      $        38,229
Loss from discontinued operations                                                                                      -               12,300
                                                                                                         $        94,302      $        50,529



                                                                    F- 28
                                INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                               NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                  December 31, 2011

NOTE 8 – SHAREHOLDERS’ EQUITY (continued)

A summary of the Company's outstanding stock options as of and for the years ended December 31, 2011 and 2010 are as follows:

                                                                                  Number                 Weighted
                                                                                 Of Shares               Average             Weighted
                                                                                 Underlying              Exercise             Average
                                                                                  Options                 Price              Fair Value

Outstanding at December 31, 2009                                                    5,676,648        $            1.11   $            0.63

For the year ended December 31, 2010
     Granted                                                                         2,250,000                    0.10                0.10
     Exercised                                                                               -                       -                   -
     Forfeited                                                                      (1,336,648 )                  1.31                0.30

Outstanding at December 31, 2010                                                    6,590,000                     0.41                0.43

For the year ended December 31, 2011
     Granted                                                                        1,000,000                     0.10                0.10
     Exercised                                                                              -                        -                   -
     Expired                                                                         (755,000 )                   1.80                1.42

Outstanding at December 31, 2011                                                    6,835,000        $            0.47   $            0.32


Outstanding and exercisable at December 31, 2011                                    4,510,000        $            0.66   $            0.44


The weighted average fair value of option grants are estimated as of the date of grant using the Black-Scholes option-pricing model based on
the following assumptions for options granted during the years ended December 31, 2011 and 2010:

                                                                             For the Year          For the Year
                                                                                Ended                 Ended
                                                                             December 31,          December 31,
                                                                                 2011                  2010

Expected volatility                                                                     516 %               380 %
Risk-free interest rate                                                                0.03 %              0.19 %
Expected life in years                                                                   5.0                5.0
Assumed dividend yield                                                                     0%                 0%


                                                                  F- 29
                                 INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                   December 31, 2011

NOTE 8 – SHAREHOLDERS’ EQUITY (continued)

The following information applies to options outstanding at December 31, 2011:

                                  Options Outstanding                                                        Options Exercisable
                                                   Weighted
                           Number of                Average
                            Shares                 Remaining
       Exercise            Underlying             Contractual                  Exercise               Number                   Exercise
        Price               Options                   Life                      Price                Exercisable                Price

$             0.060               405,000                         2.8     $            0.060                 305,000      $            0.060
              0.065               500,000                         3.5                  0.065                 200,000                   0.065
              0.100             2,955,000                         2.1                  0.100               2,155,000                   0.100
              0.111             1,500,000                         3.6                  0.111                 375,000                   0.111
              1.000             1,000,000                         3.9                  1.000               1,000,000                   1.000
              3.500                75,000                         4.3                  3.500                  75,000                   3.500
$             3.600               400,000                         4.3     $            3.600                 400,000      $            3.600
                                6,835,000                                                                  4,510,000


As of December 31, 2011, there were 30,000,000 shares of our common stock authorized to be issued under the 2010 Plan, of which
22,161,980 shares of our common stock remain available for future stock option grants.

The total intrinsic value of stock options granted during 2011 and 2010 was $0 and $0, respectively. The total intrinsic value of stock options
outstanding and exercisable as of December 31, 2011 and December 31, 2010 was $0 and $0, respectively.

The value of equity compensation expense not yet expensed pertaining to unvested equity compensation was $203,857 as of December 31,
2011, which will be recognized over a weighted average 4 years in the future.

Common Stock warrants

2010

On March 26, 2010 the Company issued the March 2010 Warrants to purchase in aggregate 5,535,000 shares of common stock at an exercise
price of $0.20 per share for a period of 5 years. The March 2010 Warrants also include full ratchet anti-dilution adjustment provisions for
issuances of securities below $0.20 per share of common stock during the first two years following the date of issuance of the March 2010
Warrants, subject to customary exceptions.


                                                                    F- 30
                                 INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                   December 31, 2011

NOTE 8 – SHAREHOLDERS’ EQUITY (continued)

On March 31, 2010, the full ratchet anti-dilution adjustment provisions pertaining to warrants issued on March 31, 2008, expired.

On September 30, 2010, pursuant to the 2010 Purchase Agreement the Company issued the September 2010 Warrants to purchase in aggregate
18,000,010 shares of common stock at an exercise price of $0.15 per share for a period of five years. The September 2010 Warrants also
include full ratchet anti-dilution adjustment provisions for issuances of securities below $0.15 per share of common stock during the first two
years following the date of issuance of the September 2010 Warrants, subject to customary exceptions.

Also in connection with the 2010 Private Placement, the Company agreed to amend the Prior Warrants as a condition of Co-Investment’s
consent to modify the terms of the Series A Preferred Stock. Pursuant to addendums and certificates of adjustment to the 2009 Warrants and
addendums and certificates of adjustment to the 2010 March Warrants, the expiration dates of the anti-dilution provisions of the Prior Warrants
were extended to the expiration date of the anti-dilution provisions of the September 2010 Warrants. In addition, pursuant to the terms of the
Prior Warrants, the exercise price of the Prior Warrants was reduced from $0.20 to $0.15 and the aggregate number of shares of Common Stock
issuable under the 2009 Warrants was increased by 6,666,667 from 20,000,000 to 26,666,667 and the aggregate number of shares of Common
Stock issuable under the March 2010 Warrants was increased by 1,845,000 from 5,535,000 to 7,380,000.

On November 29, 2010, the Company completed the Subsequent Closing and issued a warrant to purchase 2,000,000 shares of the Company’s
Common Stock a t an exercise price of $0.15 per share for a period of five years to Independence Blue Cross (the “November 2010 Warrants”).
The November 2010 Warrants also include full ratchet anti-dilution adjustment provisions for issuances of securities below $0.15 per share of
common stock during the first two years following the date of issuance of the September 2010 Warrants.

On December 22, 2010, the Company entered into and completed the Note Conversion with Co-Investment and issued a warrant to purchase
7,973,780 shares of the Company’s Common Stock a t an exercise price of $0.15 per share for a period of five years (the “December 2010
Warrants”). The December 2010 Warrants also include full ratchet anti-dilution adjustment provisions for issuances of securities below $0.15
per share of common stock during the first two years following the date of issuance of the September 2010 Warrants.

During the year ended December 31, 2010, warrants to purchase 350,000 shares of the Company’s common stock at an exercise price of $2.80
per share and 75,000 shares of the Company’s common stock at an exercise price of $1.50 per share expired in accordance with the terms of the
warrants.

2011

On January 10, 2011, warrants to purchase 1,175,000 shares of the Company’s common stock at an exercise price of $1.50 per share expired in
accordance with the terms of the warrants.


                                                                    F- 31
                                 INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                   December 31, 2011

NOTE 8 – SHAREHOLDERS’ EQUITY (continued)

A summary of the status of the Company's outstanding stock warrants as of and for the years ended December 31, 2011 and 2010 are as
follows:

                                                                                                                                Weighted
                                                                                                        Common                  Average
                                                                                                         Stock                  Exercise
                                                                                                        Warrants                 Price

Outstanding at December 31, 2009                                                                         51,566,887        $             0.38

For the year ended December 31, 2010
Granted                                                                                                  33,508,790                      0.16
Adjustment to warrants issued in 2009 for Preferred Stock and 2010 Warrants                               6,666,667                      0.15
Adjustment to warrants issued in 2010 for Preferred Stock and 2010 Warrants                               1,845,000                      0.15
Exercised                                                                                                         -                         -
Expired                                                                                                    (425,000 )                    2.57
Outstanding at December 31, 2010                                                                         93,162,344                      0.25

For the year ended December 31, 2011
Granted                                                                                                           -                         -
Exercised                                                                                                         -                         -
Expired                                                                                                  (1,175,000 )                    1.50
Outstanding at December 31, 2011                                                                         91,987,344                      0.24


Exercisable at December 31, 2011                                                                         91,987,344        $             0.24


The following information applies to warrants outstanding at December 31, 2011:

                                                                           Weighted                                            Outstanding
                            Warrant                  Warrant                Average                 Anti-dilution               Common
     Warrant                Exercise                Expiration             Remaining                 Provision                   Stock
    Issue Date               Price                    Date                   Life                  Expiration Date              Warrants

         3/30/2007    $                1.51              3/30/2012                       0.2                     expired            4,966,887
         3/31/2008                     0.20              3/31/2013                       1.2                     expired           25,000,000
         1/15/2009                     0.15              1/14/2014                       2.0                  9/29/2012            26,666,667
         3/26/2010                     0.15              3/26/2015                       3.2                  9/29/2012             7,380,000
         9/30/2010                     0.15              9/30/2015                       3.8                  9/29/2012            18,000,010
        11/29/2010                     0.15             11/29/2015                       3.9                  9/29/2012             2,000,000
        12/22/2010                     0.15             12/22/2015                       4.0                  9/29/2012             7,973,780
                                                                                                                                   91,987,344


Outstanding warrants at December 31, 2011, have a weighted average remaining contractual life of 2.4 years.

NOTE 8 – SHAREHOLDERS’ EQUITY (continued)


                                                                   F- 32
NOTE 8 – SHAREHOLDERS’ EQUITY (continued)

Upon the Company’s adoption of EITF No. 07-05 on January 1, 2009, the Company determined that the Company’s warrants issued in 2007,
2008 and 2009 did not qualify for a scope exception under SFAS No. 133 as they were determined to not be indexed to the Company’s stock as
prescribed by EITF No. 07-05. On January 1, 2009, the Company’s warrants issued in 2007, 2008 and 2009 were reclassified from equity to
warrant liability for their relative fair market values. See Note 1 - Warrant Liability.

The Company determined the March 2010 Warrants, the September 2010 Warrants, the November 2010 Warrants and the December 2010
Warrants did not qualify for a scope exception under SFAS No. 133 as they were determined not to be indexed to the Company’s stock as
prescribed by EITF No. 07-05. See Note 1 - Warrant Liability.

Preferred Stock warrants

On August 18, 2010, the board of directors of the Company granted a warrant to purchase 150,000 shares of Series A Preferred Stock at an
exercise price equal to $4.00 per share for a period of five years to Mr. Robert Oakes, who is InsPro LLC’s President and CEO . The warrant is
immediately exercisable, non transferrable and expires on August 18, 2015. The Company estimated the fair value of the warrant to be
$332,994 as of the date of grant using the Black-Scholes option-pricing model based on the following assumptions: expected volatility 384%,
risk-free interest rate 0.19%, expected life in years 5, and assumed dividend yield 0%. The Company recorded the fair value of the warrant as
salaries, employee benefits and related taxes.

On September 14, 2011, the board of directors of the Company granted a warrant to purchase 150,000 shares of Series A Preferred Stock at an
exercise price equal to $4.00 per share to Anthony R. Verdi, the Company’s Chief Executive Officer and Chief Financial Officer. The warrant
is immediately exercisable, non transferrable and expires on September 14, 2016. The Company estimated the fair value of the warrant to be
$180,000 as of the date of grant using the Black-Scholes option-pricing model based on the following assumptions: expected volatility: 566%,
risk-free interest rate: 0.03%, expected life in years: 5, and assumed dividend yield: 0%. The Company recorded the fair value of the warrant as
salaries, employee benefits and related taxes.

A summary of the status of the Company's outstanding preferred stock warrants as of and for the year ended December 31, 2011 are as follows:

                                                                                                                              Weighted
                                                                                                      Preferred               Average
                                                                                                       Stock                  Exercise
                                                                                                      Warrants                 Price

 Outstanding at December 31, 2009                                                                                  -     $                   -

 For the year ended December 31, 2010
 Granted                                                                                                     150,000                     4.00
 Exercised                                                                                                         -                        -
 Expired                                                                                                           -                        -
 Outstanding at December 31, 2010                                                                            150,000     $               4.00

 For the year ended December 31, 2011
 Granted                                                                                                     150,000                     4.00
 Exercised                                                                                                         -                        -
 Expired                                                                                                           -                        -
 Outstanding at December 31, 2011                                                                            300,000                     4.00


 Exercisable at December 31, 2011                                                                            300,000     $               4.00


Outstanding preferred stock warrants at December 31, 2011, have a remaining contractual life of 4.2 years.


                                                                    F- 33
                                  INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                 NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                    December 31, 2011

NOTE 8 – SHAREHOLDERS’ EQUITY (continued)

Registration and Participation Rights

On March 30, 2007 and in connection with 2007 Private Placement, the Company and the participating investors entered into a Registration
Rights Agreement (the “2007 Registration Rights Agreement”). Under the terms of the 2007 Registration Rights Agreement, the Company
agreed to prepare and file with the Commission, as soon as possible but in any event within 30 days following the later of (i) the date the
Company is required to file with the Commission its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006, or (ii) the
date of the 2007 Registration Rights Agreement, a registration statement on Form SB-2 covering the resale of the shares and the warrant shares.
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 as soon as practicable and agreed to use its reasonable best efforts to keep the registration statement effective
under the Securities Act until the date that is two years after the date that the registration statement is declared effective by the Commission or
such earlier date when all of the registrable securities covered by the registration statement have been sold or may be sold without volume
restrictions pursuant to Rule 144(k) promulgated under the Securities Act. The 2007 Registration Rights Agreement also provides for payment
of partial damages to the 2007 Private Placement investors under certain circumstances relating to failure to file or obtain or maintain
effectiveness of the registration statement, subject to adjustment.

In connection with the 2007 Private Placement, the Company issued warrants to the placement agents (the “Placement Agent Warrants”).
Under the terms of the 2007 Registration Rights Agreement, the holders of the Placement Agent Warrants have certain “piggyback”
registration rights for the shares of Common Stock underlying the Placement Agent Warrants.

On June 1, 2007, the Commission declared effective the Company’s Registration Statement on Form SB-2 filed with the Commission on May
2, 2007, as amended.

In connection with the Bilenia Agreement, the Company and CCCC entered into the Bilenia Registration Rights Agreement. In connection with
the Atiam Merger Agreement, the Company and Shareholders also entered into a Registration Rights Agreement. See Note 3 – InsPro
Technologies Acquisition.

On April 22, 2008, the Commission declared effective the Company’s Registration Statement on Form SB-2 filed with the Commission on
February 1, 2008 as amended.

In connection with the signing of the 2008 Purchase Agreement, the Company and the participating investors also entered into a Registration
Rights Agreement (the “2008 Registration Rights Agreement”). Under the terms of the 2008 Registration Rights Agreement, the Company
agreed to prepare and file with the Commission, as soon as possible but in any event within 30 days following the later of (i) the date the
Company is required to file with the Commission its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007, or (ii) the
date of the Registration Rights Agreement, a registration statement on Form S-1 covering the resale of the shares and the warrant shares.
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 as soon as practicable but, in any event, no later than 90 days following the date of the 2008 Registration
Rights Agreement (or 150 days following the date of the 2008 Registration Rights Agreement in the event the registration statement is subject
to review by the Commission), 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 pursuant to Rule 144(b)(i)) promulgated under the Securities Act. The 2008 Registration Rights Agreement also provides for
payment of partial damages to the investors under certain circumstances relating to failure to file or obtain or maintain effectiveness of the
registration statement, subject to adjustment.


                                                                      F- 34
                                  INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                 NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                    December 31, 2011

NOTE 8 – SHAREHOLDERS’ EQUITY (continued)

In connection with the signing of the 2009 Purchase Agreement, the Company and the Investor also entered into a Registration Rights
Agreement (the “2009 Registration Rights Agreement”). Under the terms of the 2009 Registration Rights Agreement, the Company agreed to
prepare and file with the Commission, within 30 days following the receipt of a demand notice of a holder of registrable securities, a
registration statement on Form S-1 covering the resale of the shares and the warrant shares. 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, as soon as
practicable but, in any event, no later than 60 days following the date of the 2009 Registration Rights Agreement (or 120 days following the
date of the 2009 Registration Rights Agreement in the event the registration statement is subject to review by the Commission), 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 pursuant 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
2009 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 2009 Purchase Agreement provides for a customary participation right for Co-Investment, subject to certain exceptions and limitations,
which grants Co-Investment the right to participate in any future capital raising financings of the Company occurring prior to January 14, 2011.
Co-Investment may participate in such financings at a level based on Co-Investment’s ownership percentage of the Company on a fully-diluted
basis prior to such financing.

In connection with the signing of the 2010 Purchase Agreement, the Company and the participating investors also entered into a Registration
Rights Agreement (the “2010 Registration Rights Agreement”). Under the terms of the 2010 Registration Rights Agreement, the Company
agreed to prepare and file with the Commission, within 30 days following the receipt of a demand notice of a holder of registrable securities, a
registration statement on Form S-1 covering the resale of the shares and the warrant shares. 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, as soon as practical
but, in any event, no later than 60 days following the date of the 2010 Registration Rights Agreement (or 120 days following the date of the
2010 Registration Rights Agreement in the event the registration statement is subject to review by the Commission), 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 pursuant 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 2010 Registration Rights
Agreement also provides for the cash payment of partial damages to the investors under certain circumstances relating to failure to file or
obtain or maintain effectiveness of the registration statement, subject to adjustment. As of December 31, 2010 the Company has not received a
demand notice in connection with the 2010 Registration Rights Agreement.

The 2010 Purchase Agreement provides for a customary participation right for the investors, subject to certain exceptions and limitations,
which grants the investors the right to participate in any future capital raising financings of the Company occurring prior to September 30,
2012. The investors may participate in such financings at a level based on each investor’s ownership percentage of the Company on a
fully-diluted basis prior to such financing.


                                                                      F- 35
                                   INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                  NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                     December 31, 2011

NOTE 8 – SHAREHOLDERS’ EQUITY (continued)

In connection with the signing of the Conversion Agreement, the Company and Co-Investment also entered into a Registration Rights
Agreement (the “December 2010 Registration Rights Agreement”). Under the terms of the December 2010 Registration Rights Agreement, the
Company agreed to prepare and file with the Commission, within 30 days following the receipt of a demand notice of a holder of registrable
securities, a registration statement covering the resale of 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 Securities Act as soon as practicable but, in any event,
no later than 60 days following the date of the filing of the registration statement (or 120 days following the date of the filing of the registration
statement in the event the registration statement is subject to review by the Commission), 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 pursuant 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 December 2010 Registration Rights Agreement also
provides for payment of partial damages to Co-Investment under certain circumstances relating to failure to file or obtain or maintain
effectiveness of the registration statement, subject to adjustment.

The Conversion Agreement also provides for a customary participation right for Co-Investment, subject to certain exceptions and limitations,
which grants Co-Investment the right to participate in any future capital raising financings of the Company occurring prior to September 30,
2012. Co-Investment may participate in such financings at a level based on Co-Investment’s ownership percentage of the Company on a
fully-diluted basis prior to such financing.

NOTE 9 – CAPITAL LEASE OBLIGATIONS

The Company’s InsPro LLC subsidiary has entered into several capital lease obligations to purchase equipment used for operations. The
Company has the option to purchase the equipment at the end of the lease agreement for one dollar. The underlying assets and related
depreciation were included in the appropriate fixed asset category, and related depreciation account.

Property and equipment includes the following amounts for leases that have been capitalized as of December 31, 2011 and 2010:

                                                                                         Useful Life          December 31,          December 31,
                                                                                          (Years)                 2011                  2010

Computer equipment and software                                                                         3     $       654,690              595,898
Phone System                                                                                            3              15,011               15,011
                                                                                                                      669,701              610,909
Less accumulated depreciation                                                                                        (555,141 )           (413,837 )
                                                                                                              $       114,560      $       197,072



                                                                       F- 36
                                 INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                   December 31, 2011

NOTE 9 – CAPITAL LEASE OBLIGATIONS (continued)

Future minimum payments required under capital leases at December 31, 2011 are as follows:
   2012                                                                   $                              119,229
   2013                                                                                                   58,818
   2014                                                                                                   50,372
   2015                                                                                                   12,815

   Total future payments                                                                                 241,234
   Less amount representing interest                                                                      17,419

   Present value of future minimum payments                                                              223,815
   Less current portion                                                                                  109,872

   Long-term portion                                                           $                         113,943


NOTE 10 – DEFINED CONTRIBUTION 401(k) PLAN

The Company implemented a 401(k) plan on January 1, 2007. Eligible employees contribute to the 401(k) plan. Employees become eligible
after attaining age 19 and after 6 months of employment with the Company. The employee may become a participant of the 401(k) plan on the
first day of the month following the completion of the eligibility requirements. Effective January 1, 2007 the Company implemented an elective
contribution to the plan of 25% of the employee’s contribution up to 4% of the employee’s contribution (the “Contribution”). The
Contributions are subject to a vesting schedule and become fully vested after one year of service, retirement, death or disability, whichever
occurs first. The Company made contributions of $46,403 and $40,696 for the years ended December 31, 2011 and 2010.

NOTE 11 – RESTRICTED CASH, COMMITMENTS AND CONTINGENCIES

Employment and Separation Agreements

On March 31, 2008, Anthony R. Verdi, our Chief Financial Officer, was also appointed to the position of Chief Operating Officer, effective
April 8, 2008. Mr. Verdi shall have the authority, as our Chief Operating Officer, to lead the Company as the principal executive officer in the
absence of a Chief Executive Officer and Mr. Verdi shall have such authority until we appoint a new Chief Executive Officer or until such time
as our board of directors determines otherwise. Mr. Verdi was appointed to the board on June 20, 2008, and was appointed our Principal
Executive Officer on May 18, 2011.

Mr. Verdi’s amended and restated employment agreement, as amended on March 31, 2008, provides for an initial term of one year with
automatic successive one-year renewals unless we or Mr. Verdi gives the other party 60 days’ written notice prior to the end of the then current
term. He is entitled to receive such employee benefits and bonus compensation as a majority of our board of directors may determine from time
to time. Mr. Verdi’s base salary is $250,000 per year.


                                                                    F- 37
                                 INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                   December 31, 2011

NOTE 11 – RESTRICTED CASH, COMMITMENTS AND CONTINGENCIES (continued)

If we terminate Mr. Verdi’s employment for cause or Mr. Verdi terminates his employment agreement without good reason, Mr. Verdi will be
entitled to receive (i) all accrued and unpaid salary and vacation pay through the date of termination and (ii) continued participation for one
month in our benefit plans. Otherwise if we terminate Mr. Verdi’s employment or Mr. Verdi terminates his employment agreement for good
reason including his permanent disability he will be entitled to receive 18 months’ base salary at the then current rate, payable in accordance
with our usual practices, continued participation for 18 months in our benefit plans and payment, within a commercially reasonable time and on
a prorated basis, of any bonus or other payments earned in connection with our bonus plan existing at the time of termination. In addition, if
Mr. Verdi’s employment is terminated in accordance with the foregoing sentence within two months prior to, or 24 months following, a change
in control (as described in the employment agreement), Mr. Verdi will be entitled to receive 18 months’ base salary at the then current rate
upon the date of termination, regardless of our usual practices, and all stock options held by Mr. Verdi at the date of termination will
immediately become 100% vested and all restrictions on such options will lapse.

If Mr. Verdi’s employment is terminated due to a permanent disability we may credit any such amounts against any proceeds paid to Mr. Verdi
with respect to any disability policy maintained and paid for by us for Mr. Verdi’s benefit. If Mr. Verdi dies during the term of his employment
agreement, the employment agreement will automatically terminate and Mr. Verdi’s estate or beneficiaries will be entitled to receive (i) three
months’ base salary at the then current rate, payable in a lump sum and (ii) continued participation for one year in our benefit plans.

In connection with the InsPro LLC acquisition, InsPro LLC entered into three-year employment agreement with Mr. Oakes, effective October
1, 2007. On July 9, 2010, the Company and Mr. Oakes entered into an amended and restated written employment agreement. Pursuant to Mr.
Oakes employment agreement, his annual base salary is $250,000 per year through September 30, 2011. Pursuant to his employment agreement
on April 7, 2011, Mr. Oakes received an increase in his base compensation to $300,000 retroactive to July 1, 2010, upon InsPro Technologies,
LLC achievement of one calendar quarter of positive operating cash flow, which occurred during the calendar quarter ended March 31, 2011.
Mr. Oakes is entitled to bonus compensation equal to 100% of the InsPro LLC’s net income up to a maximum of $100,000 in 2010 and
$100,000 in 2011. Mr. Oakes is entitled to such fringe benefits as are available to other executives of InsPro Technologies Corporation. Mr.
Oakes employment agreement shall be automatically extended for an additional one year term on March 25, 2011 and annually thereafter
unless either party provides written notification to the other party of non-renewal no later than 60 days prior to the termination date of the
agreement.

In the event of Mr. Oakes’s termination without cause or for good reason, he or his estate would receive his then current base annual salary,
plus unpaid accrued employee benefits, which is primarily accrued vacation, plus the continuation of his employee benefits for a period of 12
months, less all applicable taxes. In the event of his voluntary termination, death or disability, he or his estate would receive unpaid accrued
employee benefits, plus the continuation of his employee benefits for a period of one month, less all applicable taxes.

Pursuant to a written employment agreement effective June 20, 2011, Mr. Michael Mullin serves as our Chief Operating Officer of InsPro
LLC. Pursuant to his employment agreement his annual base salary is $220,000 per year through June 20, 2012. Mr. Mullin is entitled to bonus
compensation equal to 100% of the InsPro LLC’s positive cash flow up to a maximum of $12,500 per calendar quarter. He is entitled to receive
such employee benefits and bonus compensation as provided to executives of the Company. Mr. Mullin’s employment agreement may be
terminated upon 60 days written notice and will otherwise automatically renew on June 20, 2012, for a one year term.


                                                                    F- 38
                                  INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                 NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                    December 31, 2011

NOTE 11 – RESTRICTED CASH, COMMITMENTS AND CONTINGENCIES (continued)

The Company may terminate Mr. Mullin’s employment agreement without cause at any time with 30 days prior written notice. In the event of
Mr. Mullin’s termination without cause or for good reason, he or his estate would receive his then current base annual salary for a period of six
months, plus unpaid accrued employee benefits, which is primarily accrued vacation, less all applicable taxes. In the event of his voluntary
termination, death or disability, he or his estate would receive unpaid accrued employee benefits, less all applicable taxes.

During 2011 the Company renewed the employment agreements with four executives each for a one year term. These employment agreements
provide that these four key employees will be compensated at an aggregate annual base salary of $701,000 with bonus compensation at the
discretion of the Company’s board. These agreements may be terminated by the Company for “cause” (as such term is defined in the
agreements) and without “cause” upon 30 days notice. These agreements may be terminated by the Company without “cause”, in which case
the terminated employee will be entitled to their base salary for a period of six months. These agreements also contain non-competition and
non-solicitation provisions for the duration of the agreements plus a period of six months after termination of employment.

Restricted Cash and Operating Leases

On February 17, 2006, the Company entered into a lease agreement with FG2200, LLC, a Florida limited liability company, for approximately
50,000 square feet of office space at 2200 S.W. 10th Street, Deerfield Beach, Florida (the "Lease"). The Company utilized this office as the
principal office for its former Agency Business. The term of the Lease commenced on March 15, 2006 and terminates on February 28, 2011.
On June 11, 2010, the Company exercised its one time option to cancel the Lease effective March 14, 2011, and paid $783,849 to FG2200,
LLC on June 14, 2010. The monthly rent increased every 12 months, starting at $62,500 plus certain building expenses incurred by the landlord
and ending at approximately $ 70,344 plus certain building expenses incurred by the landlord. In connection with the Lease, the Company
provided a $1,000,000 letter of credit to the landlord as a security deposit for the Company's obligations under the Lease.

On January 4, 2011, the Company and FG2200, LLC, agreed to amend the Lease whereby the Company paid to FG2200, LLC $16,300 as
consideration to shorten the expiration of the Lease to February 28, 2011, and to amend the security deposit provisions of the Lease. The
amendment amended the security deposit whereby the Company’s existing $1,000,000 letter of credit, which served as the security deposit for
the Lease, expired on January 14, 2011, and was replaced by a $160,300 cash payment from the Company to FG2200, LLC, which consisted of
$16,300 consideration for amending the Lease and a $150,000 security deposit. The security deposit was returned to the Company by FG2200,
LLC in 2011.

On March 7, 2006, the Company entered into a sublease for approximately 13,773 square feet of office space located on the 7th floor at 1120
Avenue of the Americas, New York, New York (“Sublease Agreement”). The Company utilized this office as a sales office for its former
Agency Business. The Sublease Agreement commenced on March 2006, and terminated on December 31, 2010. The monthly rent increased
every twelve months, starting at approximately $303,000 per annum plus a proportionate share of landlord’s building expenses and ended at
approximately $341,000 per annum plus a proportionate share of landlord’s building expenses. In connection with the Sublease Agreement, the
Company provided a $151,503 letter of credit to the landlord as a security deposit for the Company’s obligations under the sublease.

All amounts pertaining to the Company’s former Florida and New York offices are included in discontinued operations.


                                                                    F- 39
                                  INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                 NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                    December 31, 2011

NOTE 11 – RESTRICTED CASH, COMMITMENTS AND CONTINGENCIES (continued)

On July 7, 2006, the Company entered into a lease agreement with Radnor Properties-SDC, L.P. (the “Landlord”) for the lease of 7,414 square
feet of office space located in Radnor Financial Center, Building B, 150 Radnor-Chester Road, Radnor, Pennsylvania. The term of the lease
commenced on November 1, 2006, which was the date the Company, with the Landlord’s prior consent, assumed possession of the premises
and the date the Landlord tendered possession of the premises to the Company following the substantial completion of the improvements
required to be made by the Landlord under the lease agreement, and will expire on the last day of the 125 th month following the
commencement of the lease term. The annual rent increases every 12 months, starting at approximately $161,592 plus a proportionate share of
landlord’s building expenses after the second month and ending at approximately $258,378 plus a proportionate share of landlord’s building
expenses. Under the terms of the lease agreement, rent is waived for the first five months of the lease term with respect to 5,238 square feet and
for the first twelve months for the remaining 2,176 square feet. The Company recorded a liability for deferred rent in the amount of $117,145
as of December 31, 2011.

The Company paid to the Landlord a security deposit of $110,000 under the lease (the “Security Deposit”) during the third quarter of 2006,
which is accounted for as a deposit in other assets. The Company will not earn interest on the Security Deposit. The Security Deposit will
decrease and the Landlord will return to the Company $10,000 on the third anniversary of the commencement date of the lease and on each
anniversary thereafter until the required Security Deposit has been reduced to $20,000. The Security Deposit will be returned to the Company
30 days after the end of the lease provided the Company has complied with all provisions of the lease. The balance of the Security Deposit is
$80,000 as of December 31, 2011.

The letters of credit pertaining to the lease for our Florida office and our former New York office were collateralized in the form of interest
bearing bank deposits. These interest bearing bank deposits were on deposit with the issuer of the letters of credit and were classified as
restricted cash on the Company’s balance sheet, which as of December 31, 2010 had balances of $1,152,573. The terms of the interest bearing
bank accounts prohibited the Company from withdrawing the principal for the life of the letters of credit. On January 14, 2011, the Company’s
$1,000,000 letter of credit was terminated by the issuing Bank at the request of the Company and the restrictions on the restricted cash, which
served as collateral and was included in restricted cash, were eliminated on that date. On February 5, 2011, the Company’s $151,503 letter of
credit was terminated by the issuing Bank at the request of the Company and the restrictions on the restricted cash, which served as collateral
and was included in restricted cash, were eliminated on that date.

On September 14, 2007, InsPro LLC entered into a lease agreement with BPG Officer VI Baldwin Tower L.P. (“BPG”) for approximately
5,524 square feet of office space at Baldwin Towers in Eddystone, Pennsylvania. On March 26, 2008, and again on December 2, 2008, the
Company and BPG agreed to amend the lease to increase the leased office space by 1,301 and 6,810 square feet, respectively. The term of the
lease commenced on October 1, 2007 will expire on January 31, 2013. The annual rent increases every 12 months, starting at approximately
$102,194 plus a proportionate share of landlord’s building expenses and ending at approximately $286,335 plus a proportionate share of
landlord’s building expenses. Under the terms of the lease agreement, rent was waived for the first, second, tenth and twenty-fifth months of
the lease term. The Company recorded a liability for deferred rent in the amount of $13,450 as of December 31, 2011.

The Company leases certain real and personal property under non-cancelable operating leases. Rent expense was $660,429 and $713,440 for
the years ended December 31, 2011 and 2010, respectively.


                                                                     F- 40
                                  INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                 NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                    December 31, 2011

NOTE 11 – RESTRICTED CASH, COMMITMENTS AND CONTINGENCIES (continued)

Future minimum payments required under operating leases, severance and employment agreements and service agreements at December 31,
2011 are as follows:

 2012                                                                                                     661,086
 2013                                                                                                     277,203
 2014                                                                                                     255,843
 2015                                                                                                     257,451
 2016                                                                                                     261,156
 thereafter                                                                                                65,521
 Total                                                                         $                        1,778,260


NOTE 12 - INCOME TAXES

The Company has net operating loss carry forwards for federal income tax purposes of approximately $37,600,000 at December 31, 2011, the
unused portion of which, if any, expires in years 2025 through 2031. The Company accounts for income taxes under Accounting Standards
Codification 740, Income Taxes “ASC 740”. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected
impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be
derived from tax losses and tax credit carry forwards. ASC 740 additionally requires the establishment of a valuation allowance to reflect the
likelihood of realization of deferred tax assets. Internal Revenue Code Section 382 “IRC 382” places a limitation on the amount of taxable
income that can be offset by carry forwards after a change in control (generally greater than a 50% change in ownership). The issuance of the
Company’s Series A convertible preferred stock on January 15, 2009 resulted in a change of control as defined under IRC 382.

The table below summarizes the differences between the Company’s effective tax rate and the statutory federal rate as follows for the periods
ended December 31, 2011 and 2010:

                                                                                                               2011                 2010

Computed "expected" expense (benefit)                                                                     $       171,168      $      (874,346 )
State tax expense (benefit), net of federal effect                                                                 14,672              (74,944 )
Amortization/impairment of acquisition related assets                                                              41,257              182,924
Stock based compensation                                                                                          104,235              145,739
Gain on change in fair value of warrants                                                                         (895,323 )           (431,903 )
Other permanent differences                                                                                        13,407                6,140
Increase in valuation allowance                                                                                   550,584            1,046,390
                                                                                                          $             -      $             -



                                                                    F- 41
                                  INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                 NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                    December 31, 2011

NOTE 12 - INCOME TAXES (continued)

Deferred tax assets and liabilities are provided for significant income and expense items recognized in different years for tax and financial
reporting purposes. The components of the net deferred tax assets for the years ended December 31, 2011 and 2010 were as follows:

                                                                                                              2011                  2010

Deferred tax assets:
  Net operating loss carry forward                                                                      $     14,288,302      $     13,727,271
  Compensation expense                                                                                            23,569                29,142
All Miscellaneous Other                                                                                           45,464                98,633
     Total deferred tax asset                                                                                 14,357,335            13,855,046

Deferred tax liabilities:
  Depreciation                                                                                                   (19,854 )             (68,149 )
     Net deferred tax asset                                                                                   14,337,481            13,786,897
Less: valuation allowance                                                                                    (14,337,481 )         (13,786,897 )
                                                                                                        $              -      $              -


The Company believes they will be able to utilize deferred tax assets equal to the total deferred tax liabilities. The Company has fully reserved
the deferred tax asset in excess of the deferred tax liabilities due to the limitation on taxable income that can be offset by net operating loss
carry forwards in future periods under IRC section 382 as a result of changes in control and substantial uncertainty of the realization of any tax
assets in future periods. The valuation allowance was increased by $550,584 from the prior year.

NOTE 13 – SUBSEQUENT EVENTS

Management has evaluated the effects of all events subsequent to December 31, 2011 through the date which the financial statements were
available to be issued and has concluded that all events requiring adjustment to or disclosure in the financial statements have been made.

Expiration of Warrants

On March 30, 2012, warrants to purchase 4,966,887 shares of the Company’s Common Stock at an exercise price of $1.51 per share expired in
accordance with the terms of the warrants.


                                                                     F- 42
                                    INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                              CONSOLIDATED BALANCE SHEETS

                                                                                                  September 30,           December 31,
                                                                                                      2012                   2011
                                                                                                   (Unaudited)                (1)
                                                 ASSETS

CURRENT ASSETS:
 Cash                                                                                             $     2,091,032     $        3,702,053
 Accounts receivable, net                                                                               2,444,375              1,506,234
 Tax receivable                                                                                               766                    766
 Prepaid expenses                                                                                         285,143                116,649
 Other current assets                                                                                         396                  2,139
 Assets of discontinued operations                                                                         87,817                104,002

      Total current assets                                                                              4,909,529              5,431,843

  Property and equipment, net                                                                           1,501,835               496,692
  Intangibles, net                                                                                              -               260,050
  Other assets                                                                                             80,608                80,608

      Total assets                                                                                $     6,491,972     $        6,269,193


                          LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
 Note payable                                                                                     $        66,686     $           8,586
 Accounts payable                                                                                       1,906,096               644,563
 Accrued expenses                                                                                         712,777               521,383
 Current portion of capital lease obligations                                                              74,319               109,872
 Deferred revenue                                                                                       1,672,039               622,500

      Total current liabilities                                                                         4,431,917              1,906,904

LONG TERM LIABILITIES:
    Warrant liability                                                                                           -              1,674,226
    Capital lease obligations                                                                              95,776                113,943

      Total long term liabilities                                                                          95,776              1,788,169

SHAREHOLDERS' EQUITY:
 Preferred stock ($.001 par value; 20,000,000 shares authorized)
 Series A convertible preferred stock; 3,437,500 shares authorized, 1,276,750 shares issued and
  outstanding (liquidation value $12,767,500)                                                           2,864,104              2,864,104
 Series B convertible preferred stock; 5,000,000 shares authorized, 2,797,379 shares issued and
  outstanding (liquidation value $8,392,137)                                                            5,427,604              5,427,604
 Common stock ($.001 par value; 300,000,000 shares authorized, 41,543,655 shares issued and
  outstanding)                                                                                             41,544                 41,543
 Additional paid-in capital                                                                            43,293,255             37,038,318
 Accumulated deficit                                                                                  (49,662,228 )          (42,797,449 )

      Total shareholders' equity                                                                        1,964,279              2,574,120

      Total liabilities and shareholders' equity                                                  $     6,491,972     $        6,269,193


(1) Derived from audited financial statements.
See accompanying notes to unaudited consolidated financial statements.


                               F- 43
                                            INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                                 CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                              For the Three Months Ended September           For the Nine Months Ended September
                                                                                               30,                                           30,
                                                                                    2012                 2011                      2012                 2011
                                                                                (Unaudited)           (Unaudited)              (Unaudited)           (Unaudited)

Revenues                                                                      $       3,372,990     $      1,699,802     $          8,835,150     $      5,636,023

Cost of revenues                                                                      3,237,929            1,587,656                7,844,648            5,035,330

Gross profit                                                                           135,061              112,146                  990,502               600,693

Selling, general and administrative expenses:
  Salaries, employee benefits and related taxes                                        580,579              765,496                 1,735,783            2,053,281
  Advertising and other marketing                                                       84,802               27,199                   145,119               81,243
  Depreciation and amortization                                                        255,316              166,521                   717,072              521,309
  Rent, utilities, telephone and communications                                         99,652               93,526                   281,353              282,363
  Professional fees                                                                    176,905               99,199                   385,407              307,856
  Other general and administrative                                                     178,323              141,432                   425,264              419,575

                                                                                      1,375,577            1,293,373                3,689,998            3,665,627

Loss from operations                                                                 (1,240,516 )         (1,181,227 )             (2,699,496 )         (3,064,934 )

Gain from discontinued operations                                                      138,818              198,529                  409,094               638,034

Other income (expense):
  Gain (loss) on the change of the fair value of warrant liability                            -                  103               (4,508,078 )            929,671
  Interest income                                                                           419                5,087                    4,008               19,483
  Interest expense                                                                      (53,300 )             (5,301 )                (70,307 )            (18,802 )

Total other income (expense)                                                            (52,881 )               (111 )             (4,574,377 )            930,352

Net loss                                                                      $      (1,154,579 )   $       (982,809 )   $         (6,864,779 )   $     (1,496,548 )


Net income (loss) per common share - basic and diluted:
  Income (loss) from operations                                               $           (0.03 )   $          (0.03 )   $              (0.18 )   $           (0.06 )
  Gain from discontinued operations                                                        0.00                 0.01                     0.01                  0.02
  Net income (loss) per common share                                          $           (0.03 )   $          (0.02 )   $              (0.17 )   $           (0.04 )


Weighted average common shares outstanding - basic and diluted                       41,543,655           41,543,655               41,543,655           41,543,655


                                              See accompanying notes to unaudited consolidated financial statements.


                                                                             F- 44
                                   INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                              For the Nine Months Ended
                                                                                                                     September 30
                                                                                                                2012              2011
                                                                                                             (Unaudited)       (Unaudited)
Cash Flows From Operating Activities:
  Net loss                                                                                              $       (6,864,779 )   $   (1,496,548 )
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization                                                                                 717,072            521,309
    Stock-based compensation                                                                                       72,632            250,354
    (Gain) loss on change of fair value of warrant liability                                                    4,508,078           (929,671 )
  Changes in assets and liabilities:
    Accounts receivable                                                                                          (938,141 )         (261,290 )
    Tax receivable                                                                                                      -              2,840
    Prepaid expenses                                                                                             (168,494 )          (10,518 )
    Other current assets                                                                                            1,743               (151 )
    Other assets                                                                                                        -              1,950
    Accounts payable                                                                                              738,392           (348,106 )
    Accrued expenses                                                                                              191,394            118,309
    Deferred revenue                                                                                            1,049,539            531,537
    Assets of discontinued operations                                                                              16,185            (84,197 )

      Net cash used in operating activities                                                                      (676,379 )        (1,704,182 )

Cash Flows From Investing Activities:
  Purchase of property and equipment                                                                             (939,022 )           (98,235 )

      Net cash used in investing activities                                                                      (939,022 )           (98,235 )

Cash Flows From Financing Activities:
  Gross proceeds from note payable                                                                                118,206             37,540
  Payments on note payable                                                                                        (60,106 )          (33,650 )
  Fees paid in connection with secured note from related party                                                          -             (8,370 )
  Gross proceeds from capital leases                                                                               27,442                  -
  Payments on capital leases                                                                                      (81,162 )         (117,535 )
  Restricted cash in connection with letters of credit                                                                  -          1,152,573

      Net cash provided by financing activities                                                                      4,380         1,030,558

      Net (decrease) in cash                                                                                    (1,611,021 )        (771,859 )

Cash - beginning of the period                                                                                  3,702,053          4,429,026

Cash - end of the period                                                                                $       2,091,032      $   3,657,167


Supplemental Disclosures of Cash Flow Information
  Cash payments for interest                                                                            $           21,604     $       18,802
Non cash financing activities:
 Accrued Interest on acounts payable                                                                    $           48,703     $             -


                                    See accompanying notes to unaudited consolidated financial statements.


                                                                      F- 45
                                 INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                               NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                   September 30, 2012

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting
principles in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article
8-03 of Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by US
GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been
included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the
consolidated financial statements for the year ended December 31, 2011 and notes thereto and other pertinent information contained in the
Annual Report on Form 10-K of InsPro Technologies Corporation (the “Company”, “we”, “us” or “our”) as filed with the Securities and
Exchange Commission (the “Commission”).

The consolidated financial statements of the Company include the Company and its subsidiaries. All material inter-company balances and
transactions have been eliminated.

For purposes of comparability , certain prior period amounts have been reclassified to conform to the 2012 presentation.

The results of operations for the nine months ended September 30, 2012 are not necessarily indicative of the results for the full fiscal year
ending December 31, 2012.

Organization

InsPro Technologies, LLC, our wholly owned subsidiary (“InsPro Technologies”), is a provider of comprehensive, web-based insurance
administration software applications. InsPro Technologies’ flagship software product is InsPro Enterprise, which was introduced in 2004.
InsPro Technologies offers InsPro Enterprise on 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 efficiently processes agent, direct market,
worksite and web site generated business. InsPro Technologies’ clients include insurance carriers and third party administrators. InsPro
Technologies realizes revenue from the sale of software licenses, application service provider fees, software maintenance fees and professional
services.

Use of estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect
certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Significant estimates in 2012 and 2011
include the allowance for doubtful accounts, stock-based compensation, the useful lives of property and equipment and intangible assets,
warrant liability and revenue recognition.

Cash and cash equivalents

The Company considers all liquid debt instruments with original maturities of three months or less to be cash equivalents.


                                                                    F- 46
                                 INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                               NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                   September 30, 2012

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounts receivable

The Company has a policy of establishing an allowance for uncollectible accounts based on its best estimate of the amount of probable credit
losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is
necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt.
Account balances deemed to be uncollectible are charged to the allowance after all means of collection have been exhausted and the potential
for recovery is considered remote. At September 30, 2012 and December 31, 2011, the Company has established, based on a revie w of its
outstanding balances, an allowance for doubtful accounts in the amount of $0. The Company had no write-offs of accounts receivable during
the nine months ended September 30, 2012 and 2011.

Accounts receivable from the two largest InsPro Technologies clients accounted for 36% and 19%, respectively, of the Company’s total
accounts receivable balance at September 30, 2012.

Fair value of financial instruments

The carrying amounts of financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable,
accrued expenses and capital leases approximated fair value as of September 30, 2012 and December 31, 2011, because of the relatively
short-term maturity of these instruments and their market interest rates.

Effective January 1, 2008, the Company adopted Financial Accounting Standards Board (the “FASB”) ASC 820, “Fair Value Measurements
and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition
for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a
framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an
impact on the Company’s financial position or operating results, but did expand certain disclosures.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of
observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

             Level 1:          Observable inputs such as quoted market prices in active markets for identical assets or liabilities.
             Level 2:          Observable market-based inputs or unobservable inputs that are corroborated by market data.
             Level 3:          Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s
                               own assumptions.

The Company measured its warrant liability using Level 3 inputs as defined by ASC 820.


                                                                    F- 47
                                 INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                               NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                   September 30, 2012

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Property and equipment

Property and equipment are carried at cost. The cost of repairs and maintenance are expensed as incurred; major replacements and
improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts,
and any resulting gains or losses are included in income in the year of disposition. In accordance with FASB ASC 360, "Accounting for the
Impairment or Disposal of Long-Lived Assets" the Company examines the possibility of decreases in the value of fixed assets when events or
changes in circumstances reflect the fact that their recorded value may not be recoverable.

Intangible assets

Intangible assets consist of assets acquired in connection with the acquisition of InsPro Technologies and costs incurred in connection with the
development of the Company’s software. See Note 4 – Intangible Assets.

Impairment of long-lived assets

The Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying
amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future
cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated
fair value and its book value.

Warrant liability

Effective September 30, 2012, the full ratchet anti-dilution provisions pertaining to warrants issued during 2009 and 2010 expired.
Consequently, the Company has determined that effective September 30, 2012, all of the Company’s issued and outstanding warrants qualify
for a scope exception under ASC 815-40-15 as they are indexed to the Company’s stock. Effective September 30, 2012, the Company recorded
the elimination of the warrant liability by recording a debit to warrant liability in the amount of $6,182,309 and a credit to additional paid in
capital in the amount of $6,182,309. See Note 5 Shareholders’ Equity – Common Stock Warrants. For the nine months ended September 30,
2012, the Company recorded a loss on the change in fair value of derivative liability of $4,508,078 to mark-to-market for the increase in fair
value of the warrants.


                                                                    F- 48
                                 INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                               NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                   September 30, 2012

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income taxes

The Company accounts for income taxes under the liability method. Under this method, deferred income tax assets and liabilities are
determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax
rates and laws that will be in effect when the differences are expected to reverse.

Earnings (loss) per common share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock
outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of
common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Diluted loss per common share is
not presented because it is anti-dilutive. The Company's common stock equivalents at September 30, 2012, include the following:

Series A convertible preferred stock issued and outstanding                                           25,535,000
Series B convertible preferred stock issued and outstanding                                           55,947,580
Options, issued, outstanding and exercisable                                                           4,885,000
Warrants to purchase common stock, issued, outstanding and exercisable                                87,020,457
Warrants to purchase series A convertible preferred stock, issued, outstanding and
exercisable                                                                                            6,000,000
                                                                                                     179,388,037


Revenue recognition

InsPro Technologies offers InsPro Enterprise software on a licensed and an ASP basis. An InsPro Enterprise license entitles the purchaser a
perpetual license to a copy of the InsPro Enterprise installed at a single client location.

Alternatively, ASP hosting service enables a client to lease InsPro Enterprise, paying only for that capacity required to support their business.
ASP clients access InsPro Enterprise installed on InsPro Technologies’ owned servers located at InsPro Technologies’ office or at a third
party’s site.

InsPro Technologies’ software maintenance fees apply to both licensed and ASP clients. Maintenance fees cover periodic updates to the
application and the InsPro Enterprise help desk.

InsPro Technologies’ consulting and implementation services are generally associated with the implementation of an InsPro Enterprise instance
for either an ASP or licensed client, and cover such activity as InsPro Enterprise installation, configuration, modification of InsPro Enterprise
functionality, client insurance document design and system documentation.


                                                                     F- 49
                                 INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                               NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                   September 30, 2012

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

InsPro Technologies’ revenue is generally recognized under ASC 985-605. For software arrangements involving multiple elements, the
Company allocates revenue to each element based on the relative fair value or the residual method, as applicable using vendor specific
objective evidence to determine fair value, which is based on prices charged when the element is sold separately. Software revenue accounted
for under ASC 985-605 is recognized when persuasive evidence of an arrangement exists, the software is delivered in accordance with all terms
and conditions of the customer contracts, the fee is fixed or determinable and collectibility is probable. Revenue related to post-contract
customer support (“PCS”), including technical support and unspecified when-and-if available software upgrades, is recognized ratably over the
PCS term. Under ASC 985-605, if fair value does not exist for any undelivered element, revenue is not recognized until the earlier of (i)
delivery of such element or (ii) when fair value of the undelivered element is established, unless the undelivered element is a service, in which
case revenue is recognized as the service is performed once the service is the only undelivered element.

The Company recognizes revenue from software license agreements when persuasive evidence of an agreement exists, delivery of the software
has occurred, the fee is fixed or determinable, and collectibility is probable. The Company considers fees relating to arrangements with
payment terms extending beyond one year to not be fixed or determinable and revenue for these arrangements is recognized as payments
become due from the customer. In software arrangements that include more than one InsPro module, the Company allocates the total
arrangement fee among the modules based on the relative fair value of each of the modules.

License revenue allocated to software products generally is recognized upon delivery of the products or deferred and recognized in future
periods to the extent that an arrangement includes one or more elements to be delivered at a future date and for which fair values have not been
established. Revenue allocated to maintenance agreements is recognized ratably over the maintenance term and revenue allocated to training
and other service elements is recognized as the services are performed.

The unearned portion of the Company’s revenue, which is revenue collected or billed but not yet recognized as earned, has been included in the
consolidated balance sheet as a liability for deferred revenue.

Cost of revenues

Cost of revenues includes direct labor and associated costs for employees and independent contractors performing InsPro Enterprise design,
development, implementation, testing together with customer management, training and technical support, as well as facilities, equipment and
software costs.

Advertising and other marketing

Advertising and other marketing costs are expensed as incurred.


                                                                    F- 50
                                   INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                     September 30, 2012

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentrations of credit risk

The Company maintains its cash in bank deposit accounts, which exceed the federally insured limits as provided through the Federal Deposit
Insurance Corporation (“FDIC”). In 2010 the FDIC insurance coverage limit was permanently increased to $250,000 per depositor, per
institution as a result of the Dodd-Frank Wall Street and Consumer Protection Act. Beginning December 31, 2010, the FDIC has implemented
a new temporary insurance category to provide unlimited FDIC insurance coverage for funds held in noninterest-bearing transaction accounts
at insured banks. This temporary category will remain in effect through December 31, 2012.

At September 30, 2012, the Company had $2,091,032 of cash in United States bank deposits, of which $2,091,032 was federally insured.

The following table lists the percentage of the Company’s revenue, which was earned from the Company’s two largest InsPro Enterprise
clients.

                                                                   For the Nine Months ended September 30,
                                                                        2012                      2011

Largest InsPro client                                                                36 %                        28 %
Second largest InsPro client                                                         12 %                        11 %

Stock-based compensation

The Company accounts for stock based compensation transactions using a fair-value-based method and recognizes compensation cost for
share-based payments to employees based on their grant-date fair value from the beginning of the fiscal period in which the recognition
provisions are first applied.

Registration rights agreements

The Company classifies as liability instruments the fair value of registration rights agreements when such agreements (i) require it to file, and
cause to be declared effective under the Securities Act of 1933, as amended, a registration statement with the Commission within contractually
fixed time periods, and (ii) provide for the payment of liquidating damages in the event of its failure to comply with such agreements and such
failure is probable. Registration rights with these characteristics are accounted for as derivative financial instruments at fair value and contracts
that are (a) indexed to and potentially settled in an issuer's own stock and (b) permit gross physical or net share settlement with no net cash
settlement alternative are classified as equity instruments.

At September 30, 2012, the Company does not believe that it is probable that the Company will incur a penalty in connection with the
Company’s registration rights agreements. Accordingly no liability was recorded as of September 30, 2012.


                                                                      F- 51
                                 INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                               NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                   September 30, 2012

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent accounting pronouncements

Various accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to
have a material impact on the consolidated financial statements upon adoption.

NOTE 2 – DISCONTINUED OPERATIONS

The Company has classified its former t elesales call center and external (ISG) agent produced agency business (the “Agency Business”), its
former Insurint business and its leased offices located in New York and Florida as discontinued operations.

The financial position of discontinued operations was as follows:

                                                                                      September        December
                                                                                       30, 2012        31, 2011

Accounts receivable, less allowance for doubtful accounts $0                      $       84,817       $    49,779
Other current assets                                                                       3,000            54,223
Net current assets of discontinued operations                                     $       87,817       $   104,002


The results of discontinued operations were as follows:

                                                    For the Three Months Ended September           For the Nine Months Ended September
                                                    30,                                            30,
                                                           2012                 2011                      2012                 2011
Revenues:
Commission and other revenue from carriers          $               14,135    $           34,310   $              64,001   $      145,278
Transition policy commission pursuant to the
Agreement                                                      131,579                   176,028               374,790            564,697
Sub-lease revenue                                                    -                         -                     -            150,100

                                                               145,714                   210,338               438,791            860,075

Operating expenses:
  Salaries, employee benefits and related taxes                          -                     -                       -           11,118
  Rent, utilities, telephone and communications                          -                     -                       -          171,510
  Professional fees                                                      -                     -                       -           (1,961 )
  Other general and administrative                                   6,896                11,809                  29,697           41,374

                                                                     6,896                11,809                  29,697          222,041

Gain from discontinued operations                   $          138,818        $          198,529   $           409,094     $      638,034



                                                                      F- 52
NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

                                                               Useful
                                                                Life        At September        At December
                                                              (Years)         30, 2012            31, 2011
Computer equipment and software                                  3         $    2,730,282      $    1,354,525
Office equipment                                                4.6               230,266             204,442
Office furniture and fixtures                                   6.7               189,857             189,857
Leasehold improvements                                          5.4                94,620              34,034
                                                                                3,245,025           1,782,858

Less accumulated depreciation                                                   (1,743,189 )       (1,286,166 )

                                                                           $     1,501,836     $     496,692


For the three months ended September 30, 2012 and 2011, depreciation expense was $168,632 and $79,837, respectively. For the nine months
ended September 30, 2012 and 2011, depreciation expense was $457,021 and $261,257, respectively. For the nine months ended September 30,
2012, depreciation expense includes $41,896 of additional, accelerated depreciation expense as a result of InsPro Technologies’ abandonment
of certain furniture and equipment in the second quarter of 2012, which occurred as a result of InsPro Technologies move to newly furnished
office space in Baldwin Towers. See Note 8 – Operating Leases and future commitments.

NOTE 4 – INTANGIBLE ASSETS

Intangible assets consisted of the following:

                                                               Useful
                                                                Life        At September        At December
                                                              (Years)         30, 2012            31, 2011
InsPro Technologies intangible assets acquired                  4.7        $    2,097,672      $    2,097,672
Software development costs for external marketing                2                174,296             174,296
                                                                                2,271,968           2,271,968

Less: accumulated amortization                                                  (2,271,968 )       (2,011,918 )

                                                                           $              -    $     260,050


For the three months ended September 30, 2012 and 2011, amortization expense was $86,683 and $86,684, respectively. For the nine months
ended September 30, 2012 and 2011, amortization expense was $260,050 and $260,052, respectively.


                                                                  F- 53
                               INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                 September 30, 2012

NOTE 5 – SHAREHOLDERS’ EQUITY

Stock options

On May 20, 2012, 250,000 options, which were previously granted to an outside consultant, expired in accordance with the terms of the stock
options. On August 4, 2012, 250,000 options, which were previously granted to the former vice chairman of the Company’s board of directors,
expired in accordance with the terms of the stock options.

The Company recorded compensation expense pertaining to employee stock options in salaries, commission and related taxes of $72,632 and
$70,354 for the nine months ended September 30, 2012 and 2011, respectively.

The value of equity compensation expense not yet expensed pertaining to unvested equity compensation was $131,225 as of September 30,
2012, which will be recognized over a weighted average 3.3 years in the future.

                The total intrinsic value of stock options outstanding and exercisable as of September 30, 2012 was $21,345.

A summary of the Company's outstanding stock options as of and for the three months ended September 30, 2012 are as follows:

                                                                                  Number                  Weighted
                                                                                 Of Shares                Average              Weighted
                                                                                 Underlying               Exercise              Average
                                                                                  Options                  Price               Fair Value

Outstanding at December 31, 2011                                                      6,835,000       $          0.47      $           0.32

For the period ended September 30, 2012
  Granted                                                                                     -                     -                     -
  Exercised                                                                                   -                     -                     -
Expired                                                                                (500,000 )                0.10                  0.10

Outstanding at September 30, 2012                                                     6,335,000       $          0.47      $           0.33


Outstanding and exercisable at September 30, 2012                                     4,885,000       $          0.57      $           0.40



                                                                  F- 54
                                INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                  September 30, 2012

NOTE 5 – SHAREHOLDERS’ EQUITY (continued)

The following information applies to options outstanding at September 30, 2012:

                              Options Outstanding                                                         Options Exercisable
                                           Weighted
                   Number of                Average
                    Shares                 Remaining
    Exercise       Underlying             Contractual                       Exercise                Number                   Exercise
     Price          Options                   Life                           Price                 Exercisable                Price

$       0.060               405,000                           2.4   $                  0.060                405,000    $                0.060
        0.065               500,000                           3.0                      0.065                400,000                     0.065
        0.100             2,705,000                           1.6                      0.100              2,105,000                     0.100
        0.111             1,500,000                           3.1                      0.111                750,000                     0.111
        1.000               750,000                           3.4                      1.000                750,000                     1.000
        3.500                75,000                           3.8                      3.500                 75,000                     3.500
$       3.600               400,000                           3.8   $                  3.600                400,000    $                3.600
                          6,335,000                                                                       4,885,000


As of September 30, 2012, there were 30,000,000 shares of our common stock authorized to be issued under the Company’s 2010 Equity
Compensation Plan, of which 22,661,980 shares of our common stock remain available for future stock option grants.

Common stock warrants

On March 30, 2012, warrants to purchase 4,966,887 shares of the Company’s common stock at an exercise price of $1.51 per share expired in
accordance with the terms of the warrants.

On September 30, 2012, t he full ratchet anti-dilution adjustment provisions pertaining to warrants issued on January 15, 2009 and during 2010
expired in accordance with the terms of the warrants .


                                                                    F- 55
                               INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                 September 30, 2012

NOTE 5 – SHAREHOLDERS’ EQUITY (continued)

A summary of the status of the Company's outstanding common stock warrants as of and for the three months ended September 30, 2012 are as
follows:

                                                                                                                        Weighted
                                                                                                Common                  Average
                                                                                                 Stock                  Exercise
                                                                                                Warrants                 Price

Outstanding and exercisable at December 31, 2011                                                    91,987,344                     0.24

For the period ended September 30, 2012
Granted                                                                                                      -                        -
Exercised                                                                                                    -                        -
Expired                                                                                             (4,966,887 )                   1.51
Outstanding and exercisable at September 30, 2012                                                   87,020,457                     0.17


The following information applies to common stock warrants outstanding at September 30, 2012:

                                                                          Weighted                  Anti-dilution        Outstanding
                          Warrant                    Warrant               Average                   Provision            Common
     Warrant              Exercise                  Expiration            Remaining                  Expiration            Stock
    Issue Date             Price                      Date                  Life                        Date              Warrants

     3/31/2008                       0.20                 3/31/2013                     0.5                   expired        25,000,000
     1/15/2009                       0.15                 1/14/2014                     1.3                9/30/2012         26,666,667
     3/26/2010                       0.15                 3/26/2015                     2.5                9/30/2012          7,380,000
     9/30/2010                       0.15                 9/30/2015                     3.0                9/30/2012         18,000,010
    11/29/2010                       0.15                11/29/2015                     3.2                9/30/2012          2,000,000
    12/22/2010                       0.15                12/22/2015                     3.2                9/30/2012          7,973,780
                                                                                                                             87,020,457



                                                                 F- 56
                                  INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                    September 30, 2012

NOTE 5 – SHAREHOLDERS’ EQUITY DEFICIT) (continued)

Preferred stock warrants

A summary of the status of the Company's outstanding Series A preferred stock warrants as of and for the period ended September 30, 2012 are
as follows:

                                                                                                                                 Weighted
                                                                                                             Preferred           Average
                                                                                                              Stock              Exercise
                                                                                                             Warrants             Price

Outstanding at December 31, 2011                                                                                 300,000                4.00

For the period ended September 30, 2012
Granted                                                                                                                -                   -
Exercised                                                                                                              -                   -
Expired                                                                                                                -                   -
Outstanding at September 30, 2012                                                                                300,000                4.00
Exercisable at September 30, 2012                                                                                300,000     $          4.00


Outstanding Series A preferred stock warrants at September 30, 2012 have a remaining contractual life of 3.4 years.

NOTE 6 – CAPITAL LEASE OBLIGATIONS

InsPro Technologies has entered into several capital lease obligations to purchase equipment used for operations. InsPro Technologies has the
option to purchase the equipment at the end of the lease agreement for one dollar. The underlying assets and related depreciation were included
in the appropriate fixed asset category and related depreciation account.

Property and equipment includes the following amounts for leases that have been capitalized:

                                                                                               September 30, 2012        December 31, 2011
                                                                   Useful Life (Years)
Computer equipment and software                                             3                  $           672,027                   654,690
Phone System                                                                3                               15,011                    15,011
Leasehold improvements                                                                                           -                         -
                                                                                                           687,038                   669,701
Less accumulated depreciation                                                                             (610,516 )                (555,141 )
                                                                                               $            76,522       $           114,560



                                                                    F- 57
                                INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                  September 30, 2012

NOTE 6 – CAPITAL LEASE OBLIGATIONS (continued)

Future minimum payments required under capital leases at September 30, 2012 are as follows:

2012                                                                $       27,025
2013                                                                        69,638
2014                                                                        66,541
2015                                                                        17,324

Total future payments                                                      180,528
Less amount representing interest                                           10,433

Present value of future minimum payments                                   170,095
Less current portion                                                        74,319

Long-term portion                                                   $       95,776


NOTE 7 – DEFINED CONTRIBUTION 401(k) PLAN

The Company implemented a 401(k) plan on January 1, 2007. Eligible employees contribute to the 401(k) plan. Employees become eligible
after attaining age 19 and after 90 days of employment with the Company. Effective January 1, 2007, the Company implemented an elective
contribution to the plan of 25% of the employee’s contribution up to 4% of the employee’s compensation (the “Contribution”). The
Contributions are subject to a vesting schedule and become fully vested after one year of service, retirement, death or disability, whichever
occurs first. The Company made contributions of $42,618 and $33,914 for the nine months ended September 30, 2012 and 2011, respectively.

NOTE 8 – OPERATING LEASES AND FUTURE COMMITMENTS

On September 14, 2007, InsPro Technologies entered into a lease agreement with BPG Officer VI Baldwin Tower L.P. (“BPG”) for
approximately 5,524 square feet of office space at Baldwin Towers in Eddystone, Pennsylvania (the “BPG Lease”). On March 26, 2008, and
again on December 2, 2008, the Company and BPG agreed to amend the BPG Lease to increase the leased office space by 1,301 and 6,810
square feet, respectively. The term of the lease commenced on October 1, 2007 and was to expire on January 31, 2013. Under the terms of the
BPG Lease, rent was waived for the first, second, tenth and twenty-fifth months of the lease term.

On March 15, 2012, InsPro Technologies and BPG agreed to amend the BPG Lease to extend its term to January 31, 2017, and after BPG
completes certain building improvements InsPro Technologies will move from its current location to another floor of the same building and
lease 17,567 square feet of furnished office space from BPG. InsPro Technologies’ monthly rent shall be $24,887 per month commencing with
InsPro Technologies’ occupancy of the new office space, which occurred in June 2012 through January 31, 2013. InsPro Technologies'
monthly rent will increase to $25,619 per month February 1, 2013 through January 31, 2014, increase to $26,351 per month February 1, 2014
through January 31, 2015, increase to $27,082 per month February 1, 2015 through January 31, 2016, and finally increase to $27,814 per
month through February 1, 2016 through January 31, 2017.


                                                                   F- 58
                                 INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                               NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                   September 30, 2012

NOTE 8 – OPERATING LEASES AND FUTURE COMMITMENTS (continued)

The Company recorded a liability for deferred rent pertaining to its lease with Radnor Properties-SDC, L.P. in the amount of $110,357 as of
September 30, 2012.

The Company leases certain real and personal property under non-cancelable operating leases. Rent expense was $403,527 and $532,751 for
the nine months ended September 30, 2012 and 2011, respectively.

Future minimum payments required under operating leases and service agreements at September 30, 2012 are as follows:

2012                                      $     169,740
2013                                            560,032
2014                                            571,317
2015                                            581,709
2016                                            594,197
thereafter                                       93,335

Total                                     $   2,570,330


NOTE 9 – SUBSEQUENT EVENTS

Management has evaluated the effects of events subsequent to September 30, 2012 and has concluded that any events requiring adjustment to
or disclosure in the financial statements have been made.

Loan and Security Agreement with Silicon Valley Bank

On October 3, 2012, the Company together with InsPro Technologies (the “Borrowers”) entered into a Loan and Security Agreement (the
“Loan Agreement”) with Silicon Valley Bank (“SVB”).

The Loan Agreement established a revolving credit facility for the Borrowers in the principal amount of up to $2,000,000 (the “Revolving
Facility”). Availability under the Revolving Facility is tied to a borrowing base formula that is based on 80% of the Borrowers’ eligible
accounts receivable, plus 20% of the aggregate unrestricted cash balance held at SVB (the “Borrowing Base”). Advances under the Revolving
Facility may be repaid and reborrowed in accordance with the Loan Agreement. No advances were made at closing however an advance of
$525,000 was made on October 15, 2012. Pursuant to the Loan Agreement, the Borrowers agreed to pay to SVB the outstanding principal
amount of all advances (the “Advances”), the unpaid interest thereon, and all other obligations incurred with respect to the Loan Agreement on
October 3, 2014. Interest will accrue on the unpaid principal balance of the Advances at a floating per annum rate equal to 1% above the prime
rate. During an event of default the rate of interest will increase 5% above the otherwise applicable rate, until such event of default is cured or
waived. All accrued and unpaid interest is payable monthly on the first day of each month.


                                                                     F- 59
                                  INSPRO TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                    September 30, 2012

NOTE 9 – SUBSEQUENT EVENTS (continued)

Subject to certain exceptions, the Loan Agreement contains covenants prohibiting the Borrowers from, among other things: (a) conveying,
selling, leasing, transferring or otherwise disposing of their properties or assets; (b) liquidating or dissolving; (c) engaging in any business other
than the business currently engaged in or reasonably related thereto; (d) entering into any merger or consolidation, or acquiring all or
substantially all of the capital stock or property of another entity; (e) becoming liable for any indebtedness; (f) allowing any lien or
encumbrance on any of their property; (g) paying any dividends; and (h) making payment on subordinated debt. Further, the Borrowers must
maintain a minimum “adjusted quick ratio,” tested as of the last day of each month, of at least 1.75:1.00 commencing August 31, 2012. The
adjusted quick ratio (the “AQR”) is the ratio of (x) the Borrowers’ consolidated, unrestricted cash maintained with SVB (and, for 90 days after
the closing date, maintained with PNC Bank) plus net unbilled accounts receivable to (y) the Borrowers’ liabilities to SVB plus, without
duplication, the aggregate amount of the Borrowers’ liabilities that mature within 1 year (excluding subordinated debt), minus the current
portion of deferred revenue.

The Loan is secured by a first priority perfected security interest in substantially all of the assets of the Borrowers, excluding the intellectual
property of the Borrowers. The Loan Agreement contains a negative covenant prohibiting the Borrowers from granting a security interest in
their intellectual property to any party.

Under the terms of the Loan Agreement, the Borrowing Base under the Revolving Facility was $1,563,414 and the AQR was 1.64 as of
September 30, 2012, which is below the required 1.75:1.00 AQR. The Company has notified SVB that the AQR as of September 30, 2012, is
lower than the required amount, which represented a default on the Loan Agreement by the Company. On November 13, 2012 SVB agreed to
waive the default and the Company and SVB agreed to amend the Loan Agreement to lower the Company’s requirement to maintain an AQR
of 1.75 to 1.0 to 1.50 to 1.0 commencing with the month ending November 30, 2012 and as of the last day of each month thereafter.


                                                                       F- 60
Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

          The expenses payable by us in connection with this registration statement are estimated as follows:

                 Commission Registration Fee                               $341
                Accounting Fees and Expenses                               $6,500
                Legal Fees and Expenses                                    $50,000
                Printing Fees and Expenses                                 $10,000
                Blue Sky Fees and Expenses (including legal fees)          $10,000
                Miscellaneous                                              $5,000
                Total                                                      $81,841

Item 14. Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law provides, in general, that a corporation incorporated under the laws of the State
of Delaware, such as us, may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than a derivative action by or in the right of the corporation) by reason of the fact that such person
is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person’s conduct was unlawful. In the case of a derivative action, a Delaware corporation
may indemnify any such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in
or not opposed to the best interests of the corporation, except that no indemnification will be made in respect of any claim, issue or matter as to
which such person will have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State
of Delaware or any other court in which such action was brought determines such person is fairly and reasonably entitled to indemnity for such
expenses.

         Our certificate of incorporation and bylaws provide that we will indemnify our directors, officers, employees and agents to the extent
and in the manner permitted by the provisions of the Delaware General Corporation Law, as amended from time to time, subject to any
permissible expansion or limitation of such indemnification, as may be set forth in any stockholders’ or directors’ resolution or by contract. We
also have director and officer indemnification agreements with each of our executive officers and directors which provide, among other things,
for the indemnification to the fullest extent permitted or required by Delaware law, provided that such indemnitee shall not be entitled to
indemnification in connection with any “claim” (as such term is defined in the agreement) initiated by the indemnitee against us or our
directors or officers unless we join or consent to the initiation of such claim, or the purchase and sale of securities by the indemnitee in
violation of Section 16(b) of the Exchange Act.

Item 15. Recent Sales of Unregistered Securities

          During the last three years, we have issued the following securities that were not registered under the Securities Act:

         On September 30, 2010, we completed a private placement with certain accredited investors, including Independence Blue Cross, a
Pennsylvania hospital plan corporation, for an aggregate of 1,800,001 shares of our Series B Convertible Preferred Stock and warrants to
purchase 18,000,010 shares of our common stock. We sold 1,800,001 investment units in the private placement at a per unit purchase price
equal to $3.00 for gross proceeds to us of $5.4 million. The sale was made pursuant to a Securities Purchase Agreement that we entered into on
September 30, 2010. Each unit sold in the private placement consisted of one share of Series B Convertible Preferred Stock and a warrant to
purchase 10 shares of common stock at an initial exercise price of $0.15 per share, subject to adjustment. Pursuant to the Securities Purchase
Agreement, on November 29, 2012, an additional 200,000 investment units were sold to Independence Blue Cross, on the same terms and
conditions as the units issued on September 30, 2012, for additional gross proceeds to us of $600,000.


                                                                       II- 1
         On December 22, 2010, we completed a note conversion with The Co-Investment Fund II, L.P., in which we issued an aggregate of
797,378 shares of our Series B Convertible Preferred Stock and warrants to purchase 7,973,780 shares of our common stock, as full repayment
of all outstanding principal and interest under our Loan Agreement and Secured Promissory Note with The Co-Investment Fund II, L.P. We
issued 797,378 investment units in the note conversion at a per unit conversion price equal to $3.00. The conversion was made pursuant to a
Note Conversion Agreement that we entered into on December 22, 2010. Each unit issued in the note conversion consisted of one share of
Series B Convertible Preferred Stock and a warrant to purchase 10 shares of common stock at an initial exercise price of $0.15 per share,
subject to adjustment.

         On November 20, 2012, we completed a private placement with certain accredited investors, including The Co-Investment Fund II,
L.P., The Scarpa Family Trust, 2005 and Azeez Investors, LLC, for an aggregate of 499,999 shares of our Series B Convertible Preferred Stock
and warrants to purchase 4,999,990 shares of our common stock. We sold 499,999 investment units in the private placement at a per unit
purchase price equal to $3.00 for gross proceeds to us of $1.5 million. The sale was made pursuant to a Securities Purchase Agreement that we
entered into on November 20, 2012. Each unit sold in the private placement consisted of one share of Series B Convertible Preferred Stock and
a warrant to purchase 10 shares of common stock at an initial exercise price of $0.15 per share, subject to adjustment.

          No underwriters were involved in the above sales of securities. The securities described above in this Item 15 were issued to investors
in the United States in reliance on the exemption from the registration requirements of the Securities Act, as set forth in Section 4(2) under the
Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act relative to sales by an issuer not involving any public
offering.

         During the last three fiscal years, we also have issued the following securities that were not registered under the Securities Act:

         As of January 1, 2010, we had granted, pursuant to our 2008 Equity Compensation Plan and Directors Compensation Plan, options to
purchase a total of 8,758,050 shares of common stock at a weighted average exercise price of $1.55 per share. Also as of January 1, 2010, we
had granted, pursuant to our 2008 Equity Compensation Plan, 364,010 restricted shares of common stock at a weighted average per share price
of $2.43 per share and 414,010 shares of common stock at a weighted average per share price of $0.73. Also as of June 20, 2011, we had
granted, pursuant to our 2010 Equity Compensation Plan, options to purchase a total of 1,000,000 shares of common stock at a per share price
of $0.10. The issuance of stock options and the common stock issuable upon the exercise of such options as described in this Item 15 were
issued pursuant to written compensatory plans or arrangements with the registrant’s employees, directors and consultants, in reliance on the
exemption provided by Rule 701 under the Securities Act.

Item 16. Exhibits and Financial Statement Schedules.

         The following is a list of exhibits filed as part of this registration statement. Where so indicated by footnote, exhibits that were
previously filed are incorporated by reference. For exhibits incorporated by reference, the location of the exhibit in the previous filing is
indicated.

Exhibit Number                           Description
2.1                                      Agreement and Plan of Merger, dated November 23, 2005, among Darwin Resources Corp., Health
                                         Benefits Direct Corporation, and HBDC II, Inc. (incorporated by reference to Exhibit 2.1 to the
                                         Registrant’s Current Report on Form 8-K filed with the Commission on November 30, 2005).


                                                                      II- 2
Exhibit Number   Description
2.2              Agreement and Plan of Merger, dated as of September 21, 2007, by and among the Company, HBDC
                 Acquisition, LLC, System Consulting Associates, Inc. and the shareholders of System Consulting
                 Associates, Inc. party thereto (incorporated by reference from Exhibit 2.1 to the Registrant’s Current
                 Report on Form 8-K, filed with the Commission on September 26, 2007).

3.1              Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report
                 on Form 8-K filed with the Commission on November 22, 2005).

3.2              Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current
                 Report on Form 8-K filed with the Commission on December 3, 2007).

3.3              Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to
                 the Registrant’s Current Report on Form 8-K filed with the Commission on November 30, 2005).

3.4              Certificate of Merger of HBDC II, Inc. with and into Health Benefits Direct Corporation (incorporated
                 by reference to Exhibit 3.4 to the Registrant’s Current Report on Form 8-K filed with the Commission
                 on November 30, 2005).

3.5              Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.5 to
                 the Registrant’s Registration Statement on Form SB-2, filed with the Commission on February 1, 2008).

3.6              Certificate of Designation with respect to shares of Series A Preferred Stock (incorporated by reference
                 to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on January
                 21, 2009).

3.7              Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.7 to
                 the Registrant’s Annual Report on Form 10-K filed with the Commission on March 31, 2009).

3.8              Certificate of Designation with respect to shares of Series B Preferred Stock (incorporated by reference
                 to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 1,
                 2010).

3.9              Certificate of Amendment to Certificate of Designation with respect to shares of Series B Preferred
                 Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed
                 with the Commission on December 23, 2010).

3.10             Certificate of Amendment to Certificate of Incorporation filed November 18, 2010 (incorporated by
                 reference to Exhibit 3.10 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended
                 December 31, 2010, filed with the Commission on March 31, 2011).

3.11             Certificate of Amendment to Certificate of Incorporation filed on November 24, 2010 (incorporated by
                 reference to Exhibit 3.11 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended
                 December 31, 2010, filed with the Commission on March 31, 2011).


                                             II- 3
Exhibit Number   Description
4.1              Form of Common Stock Purchase Warrant Certificate (incorporated by reference to Exhibit 4.1 to the
                 Registrant’s Current Report on Form 8-K filed with the Commission on November 30, 2005).

4.2              Warrant to Purchase Common Stock issued to Alvin H. Clemens (incorporated by reference to Exhibit
                 4.2 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005,
                 filed with the Commission on March 31, 2006).

4.3              Securities Purchase Agreement, dated March 30, 2007, by and between Health Benefits Direct
                 Corporation and the Investors party thereto (incorporated by reference to Exhibit 4.1 to the Registrant’s
                 Current Report on Form 8-K, filed with the Commission on March 30, 2007).

4.4              Registration Rights Agreement, dated March 30, 2007, by and between Health Benefits Direct
                 Corporation and the Investors party thereto (incorporated by reference to Exhibit 4.2 to the Registrant’s
                 Current Report on Form 8-K, filed with the Commission on March 30, 2007).

4.5              Form of Warrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form
                 8-K, filed with the Commission on March 30, 2007).

4.6              Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.4 to the Registrant’s Current
                 Report on Form 8-K, filed with the Commission on March 30, 2007).

4.7              Registration Rights Agreement, dated October 1, 2007, by and between Health Benefits Direct
                 Corporation and Computer Command and Control Company (incorporated by reference from Exhibit
                 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on October 4, 2007).

4.8              Registration Rights Agreement, dated October 1, 2007, by and among Health Benefits Direct
                 Corporation and Robert J. Oakes, Jeff Brocco, Tim Savery and Lisa Roetz (incorporated by reference
                 from Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on
                 October 4, 2007).

4.9              Securities Purchase Agreement, dated March 31, 2008, by and between Health Benefits Direct
                 Corporation and the Investor party thereto (incorporated by reference from Exhibit 4.1 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on March 31, 2008).

4.10             Securities Purchase Agreement, dated March 31, 2008, by and between Health Benefits Direct
                 Corporation and the Investors party thereto (incorporated by reference from Exhibit 4.2 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on March 31, 2008).

4.11             Form of Warrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form
                 8-K, filed with the Commission on March 31, 2008).

4.12             Form of Registration Rights Agreement, dated March 31, 2008, by and among Health Benefits Direct
                 Corporation and the Investors party thereto (incorporated by reference from Exhibit 4.4 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on March 31, 2008).


                                             II- 4
Exhibit Number   Description
4.13             Form of Registration Rights Agreement, dated March 31, 2008, by and among Health Benefits Direct
                 Corporation and the Investors party thereto (incorporated by reference from Exhibit 4.3 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on March 31, 2008).

4.14             Board Representation Agreement, dated March 31, 2008, between Health Benefits Direct Corporation
                 and The Co-Investment Fund II, L.P. (incorporated by reference from Exhibit 4.5 to the Registrant’s
                 Current Report on Form 8-K, filed with the Commission on March 31, 2008).

4.15             Securities Purchase Agreement, dated January 14, 2009, by and between Health Benefits Direct
                 Corporation and The Co-Investment Fund II, L.P. (incorporated by reference from Exhibit 4.1 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on January 21, 2009).

4.16             Registration Rights Agreement, dated January 14, 2009, by and between Health Benefits Direct
                 Corporation and The Co-Investment Fund II, L.P. (incorporated by reference from Exhibit 4.2 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on January 21, 2009).

4.17             Preferred Warrant (incorporated by reference from Exhibit 4.3 to the Registrant’s Current Report on
                 Form 8-K, filed with the Commission on January 21, 2009).

4.18             Form of Subscription Rights Certificate (incorporated by reference from Exhibit 4.18 to the Registrant’s
                 Registration Statement on Form S-1, filed with the Commission on December 31, 2009).

4.19             Form of Warrant (incorporated by reference from Exhibit 4.19 to the Registrant’s Registration
                 Statement on Form S-1, filed with the Commission on December 31, 2009).

4.20             Securities Purchase Agreement, dated September 30, 2010, by and among Health Benefits Direct
                 Corporation and the Investors party thereto (incorporated by reference from Exhibit 4.1 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on October 1, 2010).

4.21             Registration Rights Agreement, dated September 30, 2010, by and among Health Benefits Direct
                 Corporation and the Investors party thereto (incorporated by reference from Exhibit 4.2 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on October 1, 2010).

4.22             Form of Warrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form
                 8-K, filed with the Commission on October 1, 2010).

4.23             Board Representation Agreement, dated September 30, 2010, by and between Health Benefits Direct
                 Corporation and Independence Blue Cross (incorporated by reference from Exhibit 10.1 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on October 1, 2010).

4.24             Form of Addendum and Certificate of Adjustment to Warrant (incorporated by reference to Exhibit 10.2
                 to the Registrant’s Current Report on Form 8-K, filed with the Commission on October 1, 2010).


                                             II- 5
Exhibit Number   Description
4.25             Form of Addendum and Certificate of Adjustment to Warrant (incorporated by reference to Exhibit 10.3
                 to the Registrant’s Current Report on Form 8-K, filed with the Commission on October 1, 2010).

4.26             Note Conversion Agreement, dated December 22, 2010, by and between InsPro Technologies
                 Corporation and The Co-Investment Fund II, L.P. (incorporated by reference from Exhibit 4.1 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on December 23, 2010).

4.27             Registration Rights Agreement, dated December 22, 2010, by and between InsPro Technologies
                 Corporation and The Co-Investment Fund II, L.P. (incorporated by reference from Exhibit 4.2 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on December 23, 2010).

4.28             Form of Warrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form
                 8-K, filed with the Commission on December 23, 2010).

4.29             Securities Purchase Agreement, dated November 20, 2012, by and among InsPro Technologies
                 Corporation and the Investors party thereto (incorporated by reference from Exhibit 4.1 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on November 26, 2012).

4.30             Registration Rights Agreement, dated November 20, 2012, by and among InsPro Technologies
                 Corporation and the Investors party thereto (incorporated by reference from Exhibit 4.2 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on November 26, 2012).

4.31             Form of Warrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form
                 8-K, filed with the Commission on November 26, 2012).

4.32**           Form of Subscription Rights Certificate

4.33**           Form of Warrant

5.1**            Opinion of Morgan, Lewis & Bockius LLP

8.1**            Opinion of Morgan, Lewis & Bockius LLP regarding certain tax matters

10.1             Health Benefits Direct Corporation Compensation Plan for Directors (incorporated by reference to
                 Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 20,
                 2006).

10.2             Lease Agreement, dated February 9, 2004, between Case Holding Co. and Platinum Partners, LLC
                 (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed with the
                 Commission on November 30, 2005).

10.3             Lease between Health Benefits Direct Corporation and FG2200, LLC, effective March 15, 2006
                 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the
                 Commission on March 6, 2006).

10.4             Employment Agreement, dated November 18, 2005, between Health Benefits Direct Corporation and
                 Charles A. Eissa (incorporated by reference to Exhibit 10.14 to the Registrant’s Current Report on Form
                 8-K filed with the Commission on November 30, 2005).


                                             II- 6
Exhibit Number   Description
10.5             Amendment 2008-1 to Employment Agreement, dated March 31, 2008, between Health Benefits Direct
                 Corporation and Charles A. Eissa (incorporated by reference to Exhibit 10.4 to the Registrant’s Current
                 Report on Form 8-K filed with the Commission on March 31, 2008).

10.6             Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 to
                 the Registrant’s Current Report on Form 8-K filed with the Commission on January 17, 2006).

10.7             Securities Contribution Agreement, dated September 9, 2005, among Health Benefits Direct
                 Corporation, Marlin Capital Partners I, LLC, Scott Frohman, Charles A. Eissa, Platinum Partners II
                 LLC and Dana Boskoff (incorporated by reference to Exhibit 10.22 to the Registrant’s Current Report
                 on Form 8-K filed with the Commission on November 30, 2005).

10.8             Employment Agreement, dated April 3, 2006, between HBDC II, Inc. and Ivan M. Spinner
                 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Commission
                 on April 6, 2006).

10.9             Health Benefits Direct Corporation 2008 Equity Compensation Plan (incorporated by reference to the
                 Registrant’s Current Report on Form 8-K filed with the Commission on March 31, 2008).

10.10            Health Benefits Direct Corporation 2008 Equity Compensation Plan Form of Nonqualified Stock
                 Option Grant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the
                 Commission on March 28, 2008).

10.11            Sublease, dated March 7, 2006, between Health Benefits Direct Corporation and World Travel Partners
                 I, LLC Form of Nonqualified Stock Option Grant (incorporated by reference to the Registrant’s Current
                 Report on Form 8-K filed with the Commission on May 19, 2006).

10.12            First Amendment to Sublease, dated April 18, 2006, between Health Benefits Direct Corporation ad
                 World Travel Partners I, LLC (incorporated by reference to the Registrant’s Current Report on Form
                 8-K filed with the Commission on May 19, 2006).

10.13            Letter Agreement, dated April 18, 2006, among World Travel Partners I, LLC, Health Benefits Direct
                 Corporation, and 1120 Avenue of the Americas, LLC (incorporated by reference to the Registrant’s
                 Current Report on Form 8-K filed with the Commission on May 19, 2006).

10.14            Software and Services Agreement, dated May 31, 2006, among Health Benefits Direct Corporation,
                 Insurint Corporation, and Realtime Solutions Group, L.L.C. (incorporated by reference to the
                 Registrant’s Current Report on Form 8-K filed with the Commission on June 2, 2006).

10.15            Lease, dated July 7, 2006, between Health Benefits Direct Corporation and Radnor Properties-SDC,
                 L.P. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the
                 Commission on July 10, 2006).


                                             II- 7
Exhibit Number   Description
10.16            Separation Agreement, dated December 7, 2006, between Health Benefits Direct Corporation and Scott
                 Frohman (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the
                 Commission on December 11, 2006).

10.17            Amendment No. 1 to Option, dated as of February 15, 2007, delivered by Health Benefits Direct
                 Corporation to Daniel Brauser (incorporated by reference to the Registrant’s Current Report on Form
                 8-K filed with the Commission on February 16, 2007).

10.18            Consent and Lock-Up Agreement, dated April 5, 2007, between Health Benefits Direct Corporation and
                 Scott Frohman (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the
                 Commission on April 6, 2007).

10.19            Agreement to Transfer Partnership Interests, dated October 1, 2007, by and among HBDC Acquisition,
                 LLC and the former partners of BileniaTech, L.P. (incorporated by reference from Exhibit 10.1 to the
                 Company’s Current Report on Form 8-K, filed with the Commission on October 4, 2007).

10.20            Amended and Restated Employment Agreement, dated November 27, 2007, between Health Benefits
                 Direct Corporation and Alvin H. Clemens (incorporated by reference to Exhibit 10.1 to the Registrant’s
                 Current Report on Form 8-K filed with the Commission on December 3, 2007).

10.21            Amended and Restated Employment Agreement, dated November 27, 2007, between Health Benefits
                 Direct Corporation and Anthony R. Verdi (incorporated by reference to Exhibit 10.2 to the Registrant’s
                 Current Report on Form 8-K filed with the Commission on December 3, 2007).

10.22            Amendment 2008-1 to Amended and Restated Employment Agreement, dated March 31, 2008,
                 between Health Benefits Direct Corporation and Anthony R. Verdi (incorporated by reference to
                 Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 31,
                 2008).

10.23            Client Transition Agreement, between Health Benefits Direct Corporation, HBDC II, Inc. and
                 eHealthInsurance Services, Inc. (incorporated by reference to Exhibit 10.31 to the Registrant’s Annual
                 Report on Form 10-K filed with the Commission on March 31, 2009).

10.24            Loan Agreement, dated December 22, 2009, by and among Health Benefits Direct Corporation,
                 Insurance Specialist Group, Inc., HBDC II, Inc., Insurint Corporation, Platinum Partners, LLC, InsPro
                 Technologies, LLC and The Co-Investment Fund II, L.P. (incorporated by reference to Exhibit 10.1 to
                 the Registrant’s Current Report on Form 8-K filed with the Commission on December 29, 2009).

10.25            Secured Promissory Note, dated December 22, 2009, by and among Health Benefits Direct Corporation,
                 Insurance Specialist Group, Inc., HBDC II, Inc., Insurint Corporation, Platinum Partners, LLC, InsPro
                 Technologies, LLC and The Co-Investment Fund II, L.P. (incorporated by reference to Exhibit 10.2 to
                 the Registrant’s Current Report on Form 8-K filed with the Commission on December 29, 2009).


                                            II- 8
Exhibit Number        Description
10.26                 First Amendment to Loan Documents, dated June 15, 2010, by and among Health Benefits Direct
                      Corporation, Insurance Specialist Group, Inc., HBDC II, Inc., Insurint Corporation, Platinum Partners,
                      LLC, InsPro Technologies, LLC and The Co-Investment Fund II, L.P. (incorporated by reference to
                      Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 17,
                      2010).

10.27                 Health Benefits Direct Corporation 2010 Equity Compensation Plan (incorporated by reference to
                      Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31,
                      2010, filed with the Commission on March 31, 2011).

10.28                 InsPro Technologies Corporation Amended and Restated Compensation Policy for Non-Employee
                      Directors (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K,
                      filed with the Commission on December 16, 2011).

10.29                 Loan and Security Agreement, dated as of October 3, 2012, by and among InsPro Technologies
                      Corporation, InsPro Technologies, LLC, Atiam Technologies L.P. and Silicon Valley Bank
                      (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with
                      the Commission on October 10, 2012).

14                    Amended and Restated Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1
                      to the Registrant’s Current Report on Form 8-K filed with the Commission on February 4, 2008).

21*                   Subsidiaries of InsPro Technologies Corporation

23.1**                Consent of Sherb & Co., LLP

23.2**                Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1 Opinion and Exhibit 8.1 Opinion)

99.1**                Form of Instructions for Use of InsPro Technologies Corporation Subscription Rights Certificate

99.2**                Form of Notice of Guaranteed Delivery

99.3**                Form of Letter to Security Dealers, Commercial Banks, Trust Companies and Other Nominees

99.4**                Form of Letter to Clients

99.5**                Form of Notice to Stockholders of Subscription Rights

99.6**                Form of Beneficial Owner Election Form

99.7**                Form of Nominee Holder Certification
____________
* Previously filed.

** Filed herewith.


                                                  II- 9
Item 17. Undertakings.

         The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

                   (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement;

                 (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration statement.

        (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.

         (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

                    (i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement
as of the date the filed prospectus was deemed part of and included in the registration statement; and

                  (ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing t he information
required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier
of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the
prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided ,
however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

          (5) That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:

                  (i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed
pursuant to Rule 424;

                   (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or
referred to by the undersigned Registrant;

                (iii) The portion of any other free writing prospectus relating to the offering containing material information about the
undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

                  (iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
         (6) To supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the
transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and
the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth
on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

          (7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final adjudication of such issue.


                                                                       II- 10
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-1 and authorizes this Amendment No.1 to registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on this 1st day of
February, 2013.

             INSPRO TECHNOLOGIES CORPORATION

             By:      /s/ ANTHONY R. VERDI
                      Anthony R. Verdi
                      Chief Executive Officer, Chief Financial
                      Officer and Chief Operating Officer

         Pursuant to the requirements of the Securities Act of 1933, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

    *                                                                                                                  February 1, 2013
    Donald R. Caldwell            Chairman

    /s/ Anthony R. Verdi                                                                                               February 1, 2013
    Anthony R. Verdi              Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and
                                  Director (Principal Executive Officer, Principal Financial and Accounting Officer)
    *                                                                                                                  February 1, 2013
    Michael Azeez                 Director

    *                                                                                                                  February 1, 2013
    John Harrison                 Director

     *                                                                                                                 February 1, 2013
    Robert J. Oakes               Director

    *                                                                                                                  February 1, 2013
    Sanford Rich                  Director

    *                                                                                                                  February 1, 2013
    Brian K. Adamsky              Director

*      By:         /s/ Anthony R. Verdi
                   Anthony R. Verdi, Attorney-in-fact
EXHIBIT INDEX

Exhibit Number   Description
2.1              Agreement and Plan of Merger, dated November 23, 2005, among Darwin Resources Corp., Health
                 Benefits Direct Corporation, and HBDC II, Inc. (incorporated by reference to Exhibit 2.1 to the
                 Registrant’s Current Report on Form 8-K filed with the Commission on November 30, 2005).

2.2              Agreement and Plan of Merger, dated as of September 21, 2007, by and among the Company, HBDC
                 Acquisition, LLC, System Consulting Associates, Inc. and the shareholders of System Consulting
                 Associates, Inc. party thereto (incorporated by reference from Exhibit 2.1 to the Registrant’s Current
                 Report on Form 8-K, filed with the Commission on September 26, 2007).

3.1              Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report
                 on Form 8-K filed with the Commission on November 22, 2005).

3.2              Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current
                 Report on Form 8-K filed with the Commission on December 3, 2007).

3.3              Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to
                 the Registrant’s Current Report on Form 8-K filed with the Commission on November 30, 2005).

3.4              Certificate of Merger of HBDC II, Inc. with and into Health Benefits Direct Corporation (incorporated
                 by reference to Exhibit 3.4 to the Registrant’s Current Report on Form 8-K filed with the Commission
                 on November 30, 2005).

3.5              Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.5 to
                 the Registrant’s Registration Statement on Form SB-2, filed with the Commission on February 1, 2008).

3.6              Certificate of Designation with respect to shares of Series A Preferred Stock (incorporated by reference
                 to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on January
                 21, 2009).

3.7              Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.7 to
                 the Registrant’s Annual Report on Form 10-K filed with the Commission on March 31, 2009).

3.8              Certificate of Designation with respect to shares of Series B Preferred Stock (incorporated by reference
                 to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 1,
                 2010).

3.9              Certificate of Amendment to Certificate of Designation with respect to shares of Series B Preferred
                 Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed
                 with the Commission on December 23, 2010).

3.10             Certificate of Amendment to Certificate of Incorporation filed November 18, 2010 (incorporated by
                 reference to Exhibit 3.10 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended
                 December 31, 2010, filed with the Commission on March 31, 2011).
Exhibit Number   Description
3.11             Certificate of Amendment to Certificate of Incorporation filed on November 24, 2010 (incorporated by
                 reference to Exhibit 3.11 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended
                 December 31, 2010, filed with the Commission on March 31, 2011).

4.1              Form of Common Stock Purchase Warrant Certificate (incorporated by reference to Exhibit 4.1 to the
                 Registrant’s Current Report on Form 8-K filed with the Commission on November 30, 2005).

4.2              Warrant to Purchase Common Stock issued to Alvin H. Clemens (incorporated by reference to Exhibit
                 4.2 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005,
                 filed with the Commission on March 31, 2006).

4.3              Securities Purchase Agreement, dated March 30, 2007, by and between Health Benefits Direct
                 Corporation and the Investors party thereto (incorporated by reference to Exhibit 4.1 to the Registrant’s
                 Current Report on Form 8-K, filed with the Commission on March 30, 2007).

4.4              Registration Rights Agreement, dated March 30, 2007, by and between Health Benefits Direct
                 Corporation and the Investors party thereto (incorporated by reference to Exhibit 4.2 to the Registrant’s
                 Current Report on Form 8-K, filed with the Commission on March 30, 2007).

4.5              Form of Warrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form
                 8-K, filed with the Commission on March 30, 2007).

4.6              Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.4 to the Registrant’s Current
                 Report on Form 8-K, filed with the Commission on March 30, 2007).

4.7              Registration Rights Agreement, dated October 1, 2007, by and between Health Benefits Direct
                 Corporation and Computer Command and Control Company (incorporated by reference from Exhibit
                 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on October 4, 2007).

4.8              Registration Rights Agreement, dated October 1, 2007, by and among Health Benefits Direct
                 Corporation and Robert J. Oakes, Jeff Brocco, Tim Savery and Lisa Roetz (incorporated by reference
                 from Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on
                 October 4, 2007).

4.9              Securities Purchase Agreement, dated March 31, 2008, by and between Health Benefits Direct
                 Corporation and the Investor party thereto (incorporated by reference from Exhibit 4.1 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on March 31, 2008).

4.10             Securities Purchase Agreement, dated March 31, 2008, by and between Health Benefits Direct
                 Corporation and the Investors party thereto (incorporated by reference from Exhibit 4.2 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on March 31, 2008).
Exhibit Number   Description
4.11             Form of Warrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form
                 8-K, filed with the Commission on March 31, 2008).

4.12             Form of Registration Rights Agreement, dated March 31, 2008, by and among Health Benefits Direct
                 Corporation and the Investors party thereto (incorporated by reference from Exhibit 4.4 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on March 31, 2008).

4.13             Form of Registration Rights Agreement, dated March 31, 2008, by and among Health Benefits Direct
                 Corporation and the Investors party thereto (incorporated by reference from Exhibit 4.3 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on March 31, 2008).

4.14             Board Representation Agreement, dated March 31, 2008, between Health Benefits Direct Corporation
                 and The Co-Investment Fund II, L.P. (incorporated by reference from Exhibit 4.5 to the Registrant’s
                 Current Report on Form 8-K, filed with the Commission on March 31, 2008).

4.15             Securities Purchase Agreement, dated January 14, 2009, by and between Health Benefits Direct
                 Corporation and The Co-Investment Fund II, L.P. (incorporated by reference from Exhibit 4.1 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on January 21, 2009).

4.16             Registration Rights Agreement, dated January 14, 2009, by and between Health Benefits Direct
                 Corporation and The Co-Investment Fund II, L.P. (incorporated by reference from Exhibit 4.2 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on January 21, 2009).

4.17             Preferred Warrant (incorporated by reference from Exhibit 4.3 to the Registrant’s Current Report on
                 Form 8-K, filed with the Commission on January 21, 2009).

4.18             Form of Subscription Rights Certificate (incorporated by reference from Exhibit 4.18 to the Registrant’s
                 Registration Statement on Form S-1, filed with the Commission on December 31, 2009).

4.19             Form of Warrant (incorporated by reference from Exhibit 4.19 to the Registrant’s Registration
                 Statement on Form S-1, filed with the Commission on December 31, 2009).

4.20             Securities Purchase Agreement, dated September 30, 2010, by and among Health Benefits Direct
                 Corporation and the Investors party thereto (incorporated by reference from Exhibit 4.1 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on October 1, 2010).

4.21             Registration Rights Agreement, dated September 30, 2010, by and among Health Benefits Direct
                 Corporation and the Investors party thereto (incorporated by reference from Exhibit 4.2 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on October 1, 2010).

4.22             Form of Warrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form
                 8-K, filed with the Commission on October 1, 2010).

4.23             Board Representation Agreement, dated September 30, 2010, by and between Health Benefits Direct
                 Corporation and Independence Blue Cross (incorporated by reference from Exhibit 10.1 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on October 1, 2010).
Exhibit Number   Description
4.24             Form of Addendum and Certificate of Adjustment to Warrant (incorporated by reference to Exhibit 10.2
                 to the Registrant’s Current Report on Form 8-K, filed with the Commission on October 1, 2010).

4.25             Form of Addendum and Certificate of Adjustment to Warrant (incorporated by reference to Exhibit 10.3
                 to the Registrant’s Current Report on Form 8-K, filed with the Commission on October 1, 2010).

4.26             Note Conversion Agreement, dated December 22, 2010, by and between InsPro Technologies
                 Corporation and The Co-Investment Fund II, L.P. (incorporated by reference from Exhibit 4.1 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on December 23, 2010).

4.27             Registration Rights Agreement, dated December 22, 2010, by and between InsPro Technologies
                 Corporation and The Co-Investment Fund II, L.P. (incorporated by reference from Exhibit 4.2 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on December 23, 2010).

4.28             Form of Warrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form
                 8-K, filed with the Commission on December 23, 2010).

4.29             Securities Purchase Agreement, dated November 20, 2012, by and among InsPro Technologies
                 Corporation and the Investors party thereto (incorporated by reference from Exhibit 4.1 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on November 26, 2012).

4.30             Registration Rights Agreement, dated November 20, 2012, by and among InsPro Technologies
                 Corporation and the Investors party thereto (incorporated by reference from Exhibit 4.2 to the
                 Registrant’s Current Report on Form 8-K, filed with the Commission on November 26, 2012).

4.31             Form of Warrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form
                 8-K, filed with the Commission on November 26, 2012).

4.32**           Form of Subscription Rights Certificate

4.33**           Form of Warrant

5.1**            Opinion of Morgan, Lewis & Bockius LLP

8.1**            Opinion of Morgan, Lewis & Bockius LLP regarding certain tax matters

10.1             Health Benefits Direct Corporation Compensation Plan for Directors (incorporated by reference to
                 Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 20,
                 2006).

10.2             Lease Agreement, dated February 9, 2004, between Case Holding Co. and Platinum Partners, LLC
                 (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed with the
                 Commission on November 30, 2005).

10.3             Lease between Health Benefits Direct Corporation and FG2200, LLC, effective March 15, 2006
                 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the
                 Commission on March 6, 2006).
Exhibit Number   Description
10.4             Employment Agreement, dated November 18, 2005, between Health Benefits Direct Corporation and
                 Charles A. Eissa (incorporated by reference to Exhibit 10.14 to the Registrant’s Current Report on Form
                 8-K filed with the Commission on November 30, 2005).

10.5             Amendment 2008-1 to Employment Agreement, dated March 31, 2008, between Health Benefits Direct
                 Corporation and Charles A. Eissa (incorporated by reference to Exhibit 10.4 to the Registrant’s Current
                 Report on Form 8-K filed with the Commission on March 31, 2008).

10.6             Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 to
                 the Registrant’s Current Report on Form 8-K filed with the Commission on January 17, 2006).

10.7             Securities Contribution Agreement, dated September 9, 2005, among Health Benefits Direct
                 Corporation, Marlin Capital Partners I, LLC, Scott Frohman, Charles A. Eissa, Platinum Partners II
                 LLC and Dana Boskoff (incorporated by reference to Exhibit 10.22 to the Registrant’s Current Report
                 on Form 8-K filed with the Commission on November 30, 2005).

10.8             Employment Agreement, dated April 3, 2006, between HBDC II, Inc. and Ivan M. Spinner
                 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Commission
                 on April 6, 2006).

10.9             Health Benefits Direct Corporation 2008 Equity Compensation Plan (incorporated by reference to the
                 Registrant’s Current Report on Form 8-K filed with the Commission on March 31, 2008).

10.10            Health Benefits Direct Corporation 2008 Equity Compensation Plan Form of Nonqualified Stock
                 Option Grant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the
                 Commission on March 28, 2008).

10.11            Sublease, dated March 7, 2006, between Health Benefits Direct Corporation and World Travel Partners
                 I, LLC Form of Nonqualified Stock Option Grant (incorporated by reference to the Registrant’s Current
                 Report on Form 8-K filed with the Commission on May 19, 2006).

10.12            First Amendment to Sublease, dated April 18, 2006, between Health Benefits Direct Corporation ad
                 World Travel Partners I, LLC (incorporated by reference to the Registrant’s Current Report on Form
                 8-K filed with the Commission on May 19, 2006).

10.13            Letter Agreement, dated April 18, 2006, among World Travel Partners I, LLC, Health Benefits Direct
                 Corporation, and 1120 Avenue of the Americas, LLC (incorporated by reference to the Registrant’s
                 Current Report on Form 8-K filed with the Commission on May 19, 2006).

10.14            Software and Services Agreement, dated May 31, 2006, among Health Benefits Direct Corporation,
                 Insurint Corporation, and Realtime Solutions Group, L.L.C. (incorporated by reference to the
                 Registrant’s Current Report on Form 8-K filed with the Commission on June 2, 2006).
Exhibit Number   Description
10.15            Lease, dated July 7, 2006, between Health Benefits Direct Corporation and Radnor Properties-SDC,
                 L.P. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the
                 Commission on July 10, 2006).

10.16            Separation Agreement, dated December 7, 2006, between Health Benefits Direct Corporation and Scott
                 Frohman (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the
                 Commission on December 11, 2006).

10.17            Amendment No. 1 to Option, dated as of February 15, 2007, delivered by Health Benefits Direct
                 Corporation to Daniel Brauser (incorporated by reference to the Registrant’s Current Report on Form
                 8-K filed with the Commission on February 16, 2007).

10.18            Consent and Lock-Up Agreement, dated April 5, 2007, between Health Benefits Direct Corporation and
                 Scott Frohman (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the
                 Commission on April 6, 2007).

10.19            Agreement to Transfer Partnership Interests, dated October 1, 2007, by and among HBDC Acquisition,
                 LLC and the former partners of BileniaTech, L.P. (incorporated by reference from Exhibit 10.1 to the
                 Company’s Current Report on Form 8-K, filed with the Commission on October 4, 2007).

10.20            Amended and Restated Employment Agreement, dated November 27, 2007, between Health Benefits
                 Direct Corporation and Alvin H. Clemens (incorporated by reference to Exhibit 10.1 to the Registrant’s
                 Current Report on Form 8-K filed with the Commission on December 3, 2007).

10.21            Amended and Restated Employment Agreement, dated November 27, 2007, between Health Benefits
                 Direct Corporation and Anthony R. Verdi (incorporated by reference to Exhibit 10.2 to the Registrant’s
                 Current Report on Form 8-K filed with the Commission on December 3, 2007).

10.22            Amendment 2008-1 to Amended and Restated Employment Agreement, dated March 31, 2008,
                 between Health Benefits Direct Corporation and Anthony R. Verdi (incorporated by reference to
                 Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 31,
                 2008).

10.23            Client Transition Agreement, between Health Benefits Direct Corporation, HBDC II, Inc. and
                 eHealthInsurance Services, Inc. (incorporated by reference to Exhibit 10.31 to the Registrant’s Annual
                 Report on Form 10-K filed with the Commission on March 31, 2009).

10.24            Loan Agreement, dated December 22, 2009, by and among Health Benefits Direct Corporation,
                 Insurance Specialist Group, Inc., HBDC II, Inc., Insurint Corporation, Platinum Partners, LLC, InsPro
                 Technologies, LLC and The Co-Investment Fund II, L.P. (incorporated by reference to Exhibit 10.1 to
                 the Registrant’s Current Report on Form 8-K filed with the Commission on December 29, 2009).

10.25            Secured Promissory Note, dated December 22, 2009, by and among Health Benefits Direct Corporation,
                 Insurance Specialist Group, Inc., HBDC II, Inc., Insurint Corporation, Platinum Partners, LLC, InsPro
                 Technologies, LLC and The Co-Investment Fund II, L.P. (incorporated by reference to Exhibit 10.2 to
                 the Registrant’s Current Report on Form 8-K filed with the Commission on December 29, 2009).
Exhibit Number        Description
10.26                 First Amendment to Loan Documents, dated June 15, 2010, by and among Health Benefits Direct
                      Corporation, Insurance Specialist Group, Inc., HBDC II, Inc., Insurint Corporation, Platinum Partners,
                      LLC, InsPro Technologies, LLC and The Co-Investment Fund II, L.P. (incorporated by reference to
                      Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 17,
                      2010).

10.27                 Health Benefits Direct Corporation 2010 Equity Compensation Plan (incorporated by reference to
                      Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31,
                      2010, filed with the Commission on March 31, 2011).

10.28                 InsPro Technologies Corporation Amended and Restated Compensation Policy for Non-Employee
                      Directors (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K,
                      filed with the Commission on December 16, 2011).

10.29                 Loan and Security Agreement, dated as of October 3, 2012, by and among InsPro Technologies
                      Corporation, InsPro Technologies, LLC, Atiam Technologies L.P. and Silicon Valley Bank
                      (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with
                      the Commission on October 10, 2012).

14                    Amended and Restated Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1
                      to the Registrant’s Current Report on Form 8-K filed with the Commission on February 4, 2008).

21*                   Subsidiaries of InsPro Technologies Corporation

23.1**                Consent of Sherb & Co., LLP

23.2**                Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1 Opinion and Exhibit 8.1 Opinion)

99.1**                Form of Instructions for Use of InsPro Technologies Corporation Subscription Rights Certificate

99.2**                Form of Notice of Guaranteed Delivery

99.3**                Form of Letter to Security Dealers, Commercial Banks, Trust Companies and Other Nominees

99.4**                Form of Letter to Clients

99.5**                Form of Notice to Stockholders of Subscription Rights

99.6**                Form of Beneficial Owner Election Form

99.7**                Form of Nominee Holder Certification
____________
* Previously filed.

** Filed herewith.
                                                                                                                                      Exhibit 4.32

                                             FORM OF SUBSCRIPTION RIGHTS CERTIFICATE

                                   Rights Certificate No.: _________             Number of Rights: ________

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE INSPRO TECHNOLOGIES CORPORATION
(THE “COMPANY”) PROSPECTUS, DATED _________, 2013 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY
REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE COMPANY.

                                          INSPRO TECHNOLOGIES CORPORATION
                                 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


                                                SUBSCRIPTION RIGHTS CERTIFICATE
                                          EVIDENCING SUBSCRIPTION RIGHTS TO PURCHASE
                                                          ______ UNITS

                                                 SUBSCRIPTION PRICE: $240.00 PER UNIT

THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON MARCH
14, 2013, UNLESS EXTENDED OR THE RIGHTS OFFERING IS TERMINATED BY INSPRO TECHNOLOGIES CORPORATION.

REGISTERED OWNER: ______________________________

         THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of subscription rights
(“Rights”) set forth above. Each whole Right entitles the holder thereof, to subscribe for and purchase, at the subscription price of $240.00 (the
“Subscription Price”), one “Unit”, consisting of 80 shares of Series B Convertible Preferred Stock, par value $0.001 per share, and a five-year
warrant to purchase 800 additional shares of common stock, par value $0.001 per share, of the Company at an exercise price of $0.15 per share,
pursuant to a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus and the “Instructions
for Use of InsPro Technologies Corporation Subscription Rights Certificates” accompanying this Subscription Rights Certificate (the “Basic
Subscription Right”).
          If any of the Units available for purchase in the Rights Offering are not purchased by other holders of Rights pursuant to the exercise
of their Basic Subscription Right (the “Excess Units”), any Rights holder that exercises its Basic Subscription Right in full may subscribe for
Excess Units pursuant to the terms and conditions of the Rights Offering, subject to proration, as described in the Prospectus (the
“Over-Subscription Privilege”). The Rights represented by this Subscription Rights Certificate may be exercised by completing Form 1 and any
other appropriate forms on the reverse side hereof and by returning the full payment of the Subscription Price for each Right subscribed for
pursuant to the Over-Subscription Privilege, in addition to the payment due for Units purchased through your Basic Subscription Right, in
accordance with the “Instructions for Use of InsPro Technologies Corporation Subscription Rights Certificates” that accompany this
Subscription Rights Certificate.

         Rights evidenced by this Subscription Rights Certificate may not be transferred or sold. The subscription rights will not be listed for
trading on any stock exchange or on the OTC Bulletin Board.

         IN WITNESS WHEREOF, the Company has caused this Subscription Rights Certificate to be duly executed under their corporate
seals.

Dated: __________ __, 2013

                                                                       INSPRO TECHNOLOGIES CORPORATION

                                                                       By:
                                                                       Name:      Anthony R. Verdi
                                                                       Title:     Chief Executive Officer, Chief Financial Officer and Chief
                                                                                  Operating Officer
                    DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE

               FOR DELIVERY BY HAND DELIVERY, FIRST CLASS MAIL OR COURIER SERVICE:

                                    InsPro Technologies Corporation
                                      150 N. Radnor-Chester Road
                                              Suite B-101
                                      Radnor, Pennsylvania 19087
                                     Attention: Francis L. Gillan III

DELIVERY OTHER THAN IN THE MANNER OR TO THE ADDRESSES LISTED ABOVE WILL NOT CONSTITUTE VALID
                                         DELIVERY

                       PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY
                                          FORM 1 - EXERCISE OF SUBSCRIPTION RIGHTS

         To subscribe for Units pursuant to your Basic Subscription Right, please complete lines (a) and (c) and sign under Form 3 below. To
subscribe for Units pursuant to your Over-Subscription Privilege, please also complete line (b) and sign under Form 3 below.

(a)            I apply for                ______ Units                      x $240.00                     = $ ________
                                        (No. of new Units)              (Subscription Price)                       (Payment)

If you have exercised your Basic Subscription Right in full and wish to subscribe for additional Units pursuant to your Over-Subscription
Right:

(b)            I apply for                ______ Units                      x $240.00                     = $ ________
                                        (No. of new Units)              (Subscription Price)                      (Payment)

(c)            Total Amount of Payment Enclosed              =   $ __________

                                                          METHOD OF PAYMENT

Check or bank draft drawn on a U.S. bank, or postal, telegraphic or express money order payable to “InsPro Technologies Corporation.” Funds
paid by an uncertified check may take at least five business days to clear.
                                            FORM 2 - DELIVERY TO DIFFERENT ADDRESS

         If you wish for the shares of our preferred stock, as well as the warrants, underlying your subscription rights to be delivered to an
address different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign under Form
3 and have your signature guaranteed under Form 4.
                                                          FORM 3 - SIGNATURE

         I acknowledge that I have received the Prospectus for this Rights Offering and I hereby irrevocably subscribe for the number of Units
indicated above on the terms and conditions specified in the Prospectus.

Signature(s)

IMPORTANT : The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every
particular, without alteration or enlargement, or any other change whatsoever.
                                                FORM 4 - SIGNATURE GUARANTEE

                                        This form must be completed if you have completed Form 2.

Signature Guaranteed:



                                                         (Name of Bank or Firm)

By:

                                                          (Signature of Officer)

IMPORTANT : The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or
credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule
17Ad-15.
                                                                                                                                    Exhibit 4.33

                                                            FORM OF WARRANT

                                               INSPRO TECHNOLOGIES CORPORATION

                                                                  WARRANT

Warrant No. ITCC-______                                                                           Date of Original Issuance: ___________, 2013

CUSIP: 45778T 119

          InsPro Technologies Corporation , a Delaware corporation (the “Company” ), hereby certifies that, for value received,
_____________ or its registered assigns (the “Holder” ), is entitled to purchase from the Company up to a total of _________ 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) __________, 2018 (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.        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.

         2.        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.

         3.        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 11, the portion of this Warrant not exercised (or called) prior thereto shall be and become void and of no value.
         4.        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 (3 rd ) 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 the registration statement on Form S-1 (Reg. No. 333-185752 relating to the rights offering (the “ Registration Statement ”) 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).

                   (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.


                                                                        2
                  (c)       The Warrants and Warrant Shares (collectively, the “ Securities ”) may only be disposed of in compliance with state
and federal securities laws and in accordance with the prospectus included in the Registration Statement.

           5.       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.

         6.        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.

          7.         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 8). 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 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.


                                                                        3
         8.       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 8.

                  (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.


                                                                        4
                    (c)      Adjustment upon Issuance of shares of Common Stock . If and whenever on or after the date of original issuance of
this Warrant (the “ Original Issue Date ”) but prior to the date that is two years after the Original Issue Date, the Company issues or sells, or in
accordance with this Section 8 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of
Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities) for a consideration per share (the
“ New Issuance Price ”) less than a price (the “ Applicable Price ”) equal to the Exercise Price in effect immediately prior to such issue or
sale or deemed issuance or sale (the foregoing a “Dilutive Issuance” ), then immediately after such Dilutive Issuance, the Exercise Price then
in effect shall be reduced to a price equal to the New Issuance Price. For purposes of determining the adjusted Exercise Price under this Section
8(c) the following shall be applicable:

                  (i)       Issuance of Options . If the Company in any manner grants or sells any Options and the lowest price per share for
         which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any
         Convertible Securities issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock
         shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option
         for such price per share. For purposes of this Section 8(c)(i), the “lowest price per share for which one share of Common Stock is
         issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon
         exercise of any such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the
         Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and
         upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option. Except as contemplated
         below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such
         Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon
         conversion, exercise or exchange of such Convertible Securities.

                   (ii)     Issuance of Convertible Securities . If the Company in any manner issues or sells any Convertible Securities and the
         lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof is less than
         the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the
         Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section
         8(c)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange
         thereof” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect
         to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of
         such Convertible Security. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual
         issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities, and if any such issue
         or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be
         made pursuant to other provisions of this Section 8(c), except as contemplated below, no further adjustment of the Exercise Price shall
         be made by reason of such issue or sale.


                                                                         5
         (iii)     Change in Option Price or Rate of Conversion . If the purchase or exercise price provided for in any Options, the
additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at
which any Convertible Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or
decreases at any time, the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which
would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase
price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or
sold. For purposes of this Section 8(c)(iii), if the terms of any Option or Convertible Security that was outstanding as of the date of
issuance of this Warrant are increased or decreased in the manner described in the immediately preceding sentence, then such Option
or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be
deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 8(c) shall be made if
such adjustment would result in an increase of the Exercise Price then in effect.

          (iv)     Calculation of Consideration Received . In case any Option is issued in connection with the issue or sale of other
securities of the Company, together comprising one integrated transaction in which no specific consideration is allocated to such
Options by the parties thereto, the Options will be deemed to have been issued for a consideration of $0.01. If any shares of Common
Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received
therefor will be deemed to be the net amount received by the Company therefor. If any shares of Common Stock, Options or
Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the
Company will be the fair value of such consideration, except where such consideration consists of securities, in which case the amount
of consideration received by the Company for each such security will be the VWAP of such security for the five (5) Trading Day
Period immediately preceding the date of receipt. If any shares of Common Stock, Options or Convertible Securities are issued to the
owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of
consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as
is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be. The fair value of any
consideration other than cash or securities will be determined jointly by the Company and the Holder. If such parties are unable to
reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “ Valuation Event” ), the fair value of
such consideration will be determined within five (5) Trading Days after the tenth (10 th ) day following the Valuation Event by an
independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final
and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.


                                                               6
                   (v)      Record Date . If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling
         them (A) to receive a dividend or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to
         subscribe for or purchase shares of Common Stock, Options or Convertible Securities, then such record date will be deemed to be the
         date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or
         the making of such other distribution or the date of the granting of such right of subscription or purchase (as the case may be).

                    (d)       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.

                  (e)       Calculations . All calculations under this Section 8 shall be made to the nearest cent or the nearest 1/100 th 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.

                    (f)      Notice of Adjustments . Upon the occurrence of each adjustment pursuant to this Section 8, 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.

                    (g)       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.


                                                                          7
         9.        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 ”):

                           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.

         10.      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 10, 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.


                                                                        8
          11.       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 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 11. 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, (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 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 9 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 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) .

          12.       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.

         13.       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.


                                                                        9
         14.       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.

         15.      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 8(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.


                                                                       10
         (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.

         (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 19. All such determinations shall be appropriately adjusted for any share dividend, share split or other similar transaction during such
period.

          16.       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.


                                                                       11
          17.       Purchase Rights . In addition to any adjustments pursuant to Section 8 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.

          18.        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).

         19.       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.


                                                                        12
                    (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.

                   (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]


                                                                       13
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:
                                                              Name: Anthony R. Verdi
                                                              Title: Chief Executive Officer, Chief Operating
                                                              Officer and Chief Financial Officer

                                             [Signature Page to Warrant No. ITCC-___]
                                              INSPRO TECHNOLOGIES CORPORATION
                                            WARRANT ORIGINALLY ISSUED ___________, 2013
                                                     WARRANT NO. ITCC-___

                                                              EXERCISE NOTICE

TO INSPRO TECHNOLOGIES CORPORATION :

        The undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“ Warrant
Shares ”) of InsPro Technologies Corporation, Inc., a Delaware corporation (the “ Company ”). Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Warrant.

        1.         Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:

                   ____________           a “ Cash Exercise ” with respect to _________________ Warrant Shares; and/or

                   ____________           a “ Cashless Exercise ” with respect to _______________ Warrant Shares.

         2.      Payment of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant
Shares to be issued pursuant hereto, the holder shall pay the aggregate Exercise Price in the sum of $___________________ to the Company in
accordance with the terms of the Warrant.

        3.      Delivery of Warrant Shares. The Company shall deliver to holder, or its designee or agent as specified below, __________
Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to holder, or for its benefit, to the following address:
                                                    ____________________________
                                                    ____________________________
                                                    ____________________________
                                                    ____________________________

Date: _______________ __, ______

 Name of Registered Holder

By:
          Name:
          Title:
                                Warrant Shares Exercise Log

                                                                        Number of
       Number of Warrant                                                Warrant Shares
       Shares Available to be                Number of Warrant Shares   Remaining to
Date   Exercised                             Exercised                  be Exercised
                                           INSPRO TECHNOLOGIES CORPORATION
                                         WARRANT ORIGINALLY ISSUED ___________, 2013
                                                  WARRANT NO. ITCC-___

                                                        FORM OF ASSIGNMENT

         [To be completed and signed only upon transfer of Warrant]

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________ the right
represented by the above-captioned Warrant to purchase ____________ shares of Common Stock to which such Warrant relates and appoints
________________ attorney to transfer said right on the books of the Company with full power of substitution in the premises.

Dated: _______________, ____

                                                                      ____________________________________________
                                                                      (Signature must conform in all respects to name of holder as specified
                                                                      on the face of the Warrant)

                                                                      ____________________________________________
                                                                      Address of Transferee

                                                                      ____________________________________________

                                                                      ____________________________________________

In the presence of:

_______________________________
                                                                                                                                        Exhibit 5.1

                                                                                                                                  February 1, 2013

InsPro Technologies Corporation
150 N. Radnor-Chester Road
Suite B-101
Radnor, PA 19087

Ladies and Gentlemen:

          We have acted as counsel to InsPro Technologies Corporation, a Delaware corporation (the “ Company ”), in connection with
preparation and filing of the registration statement on Form S-1, as amended (the “ Registration Statement ”) filed by the Company with the
Securities and Exchange Commission (the “ SEC ”) under the Securities Act of 1933, as amended (the “Act”). The Registration Statement
relates to the proposed offering and sale of up to 833,280 shares of Series B Convertible Preferred Stock, par value $0.001 per share (the “
Preferred Stock ”), and warrants (the “ Warrants ”) to purchase 8,332,800 shares of the Company’s Common Stock, par value $0.001 per share
(the “ Common Stock ”), in each case issuable upon the exercise of subscription rights at a subscription price of $240.00 per “Unit”. Each
“Unit” consists of 80 shares of Preferred Stock and a five-year Warrant to purchase 800 additional shares of Common Stock at an exercise
price of $0.15 per share. The 24,998,400 shares of Common Stock being registered consist of 16,665,600 shares of Common Stock (the “
Underlying Preferred Shares ”) issuable upon conversion of the Company’s Preferred Stock and 8,332,000 shares of Common Stock (the “
Warrant Shares ”) issuable upon the exercise of the Warrants.

          In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise
identified to our satisfaction, of (i) the Certificate of Incorporation of the Company, as amended, including the Certificate of Designation
setting forth the rights of the Preferred Stock, (ii) the Bylaws of the Company, as amended, (iii) the Warrants and (iv) such other documents,
records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein.

         We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents
submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and
the authenticity of the originals of all documents submitted to us as copies.

         Based upon the foregoing, we are of the opinion that the Preferred Stock is, and the Underlying Preferred Shares and Warrant Shares
are, duly authorized and the Underlying Preferred Shares and Warrant Shares, if and when issued pursuant to the conversion of the Preferred
Stock and the exercise of the Warrants, as applicable, in accordance with their terms, will be, validly issued, fully paid and non-assessable.
InsPro Technologies Corporation
February 1, 2013
Page 2

         The opinion expressed herein is limited to the Delaware General Corporation Law and we express no opinion with respect to the laws
of any other state or jurisdiction.

         We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption
“Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not hereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.

        Very truly yours,


MORGAN, LEWIS & BOCKIUS LLP


DB1/ 72606843.3
                                                                                                                                        Exhibit 8.1
                                                                                        February 1, 2013

InsPro Technologies Corporation
150 N. Radnor-Chester Road
Suite B-101
Radnor, PA 19087

Ladies and Gentlemen:

          We have acted as counsel to InsPro Technologies Corporation, a Delaware corporation (the “ Company ”), in connection with
preparation and filing of the registration statement on Form S-1, as amended (the “ Registration Statement ”) filed by the Company with the
Securities and Exchange Commission (the “ SEC ”) under the Securities Act of 1933, as amended (the “ Act ”). The Registration Statement
relates to the proposed offering and sale of up to 833,280 shares of Series B Convertible Preferred Stock, par value $0.001 per share (the “
Preferred Stock ”), and warrants (the “ Warrants ”) to purchase 8,332,800 shares of the Company’s Common Stock, par value $0.001 per share
(the “ Common Stock ”), in each case issuable upon the exercise of subscription rights at a subscription price of $240.00 per “Unit”. Each
“Unit” consists of 80 shares of Preferred Stock and a five-year Warrant to purchase 800 additional shares of Common Stock at an exercise
price of $0.15 per share. The 24,998,400 shares of Common Stock being registered consists of 16,665,600 shares of Common Stock issuable
upon conversion of the Company’s Preferred Stock and 8,332,800 shares of Common Stock issuable upon the exercise of the Warrants.

        In connection with this opinion letter, we have examined the Registration Statement, certain written representations of the Company,
contained in a letter to us dated on or about the date hereof, and such other documents, records and instruments as we have considered
appropriate for purposes of the opinion set forth herein.

         We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents
submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and
the authenticity of the originals of all documents submitted to us as copies.

         Our opinion as to United States federal income tax matters is as set forth in the prospectus included in the Registration Statement
under the caption “Material U.S. Federal Income Tax Considerations”, subject to the qualifications set forth therein.
InsPro Technologies Corporation
February 1, 2013
Page 2

         We hereby consent to the use of this opinion as Exhibit 8.1 to the Registration Statement and to the reference to us under the caption
“Material U.S. Federal Income Tax Considerations” in the prospectus included in the Registration Statement. In giving such consent, we do not
hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations
of the SEC thereunder.

        Very truly yours,

MORGAN, LEWIS & BOCKIUS LLP
                                                                                                                                 Exhibit 23.1



                                         Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated March 16, 2012 on the financial statements of InsPro Technologies Corporation, for the years ended
December 31, 2011 and 2010 included herein on this registration statement of InsPro Technologies Corporation on Form S-1 and to the
reference to our firm under the heading “Experts” in the prospectus.


                                                              /s/ Sherb & Co., LLP
                                                              Certified Public Accountants


Boca Raton , Florida
February 1, 2013
                                                                                                                                      Exhibit 99.1

                              INSTRUCTIONS FOR USE OF INSPRO TECHNOLOGIES CORPORATION
                                          SUBSCRIPTION RIGHTS CERTIFICATES

                                         Consult InsPro Technologies Corporation or Your Broker
                                                           as to Any Questions

         The following instructions relate to a rights offering (the “Rights Offering”) by InsPro Technologies Corporation, a Delaware
corporation (the “Company”), to the holders of record (“Record Holders”) of shares of the Company’s common stock and preferred stock as of
the close of business on January 31, 2013 (the “Record Date”), as described in the Company’s Prospectus dated _________, 2013 (the
“Prospectus”). Record Holders on the Record Date are receiving non-transferable subscription rights (the “Rights”) to subscribe for and
purchase units (the “Units”) consisting of shares of the Company’s Series B Convertible Preferred Stock and a warrant to purchase additional
shares of the Company’s common stock.

         Record Holders of the Company’s common stock and preferred stock will receive one Right for every 12,756 shares of common stock,
one Right for every 638 shares of Series A Convertible Preferred Stock and one Right for every 638 shares of Series B Convertible Preferred
Stock held on the Record Date.

         The Rights will expire, if not exercised, at 5:00 p.m., New York City time, on March 14, 2013 unless extended in the sole discretion of
the Company (as it may be extended, the “Expiration Time”). The Company may terminate the Rights Offering at any time prior to the
Expiration Time for any reason. After the Expiration Time, unexercised Rights will be null and void. The Company will not be obligated to
honor any purported exercise of Rights received by the Company, after the Expiration Time, regardless of when the documents relating to such
exercise were sent, except pursuant to the Guaranteed Delivery Procedures described below. The Company may, in its discretion, extend the
Expiration Time. The Rights will be evidenced by non-transferable Rights certificates (the “Subscription Rights Certificates”).

        Each Right will entitle its holder to subscribe for one Unit consisting of 80 shares of the Company’s Series B Convertible Preferred
Stock and a five-year warrant to purchase 800 additional shares of the Company’s common stock at an exercise price of $0.15 per share (the
“Basic Subscription Right”). The subscription price (the “Subscription Price”) for the Units is $240.00 per Unit, payable in cash. The Rights
may be exercised only by the person to whom they are granted. A holder of these Rights may not give, sell or otherwise transfer the Rights to
anyone else. The Rights will not be listed for trading on any stock exchange or on the OTC Bulletin Board.

        In addition, each holder of Rights who exercises his/her Basic Subscription Right in full will be eligible to subscribe (the
“Over-Subscription Privilege”) at the same cash price of $240.00 per Unit for Units that are not otherwise purchased pursuant to the exercise of
Rights under the Basic Subscription Right (the “Excess Units”), subject to availability and proration as described below.

         The Over-Subscription Privilege gives a holder of Rights the opportunity to purchase Excess Units in the event that other stockholders
do not exercise all of their Basic Subscription Rights. The Over-Subscription Privilege entitles each Rights holder to subscribe for additional
Units at a Subscription Price of $240.00 per Unit, subject to proration. If there are not enough Units available to fill all subscriptions for
additional Units, the available Units will be allocated pro rata in proportion to the number of shares of common stock and preferred stock
owned by a stockholder exercising the Over-Subscription Privilege, relative to the number of shares owned by all stockholders exercising the
Over-Subscription Privilege on the record date. If this pro rata allocation results in any stockholder receiving a greater number of Units than the
stockholder subscribed for pursuant to the exercise of the Over-Subscription Privilege, then such stockholder will be allocated only that number
of Units for which the stockholder oversubscribed, and the remaining Units will be allocated among all other stockholders exercising the
Over-Subscription Privilege on the same pro rata basis described above. The proration process will be repeated until all Units have been
allocated.
         The Over-Subscription Privilege will only be available to a holder of Rights if (1) other Company stockholders do not fully exercise
their Basic Subscription Rights and (2) the holder of Rights exercises his or her Rights pursuant to the Basic Subscription Right in full.
Although each holder of Rights is guaranteed the right, pursuant to his or her Basic Subscription Right, to purchase that number of Units equal
to the number of Rights received in the offering, the holder may not be able to purchase any of the Units that he or she seeks to purchase
pursuant to the Over-Subscription Privilege. The actual number of Units available for purchase pursuant to each Rights holder’s
Over-Subscription Privilege will depend upon whether the holder fully exercises his or her Basic Subscription Right and the number of Units
purchased by the other Record Holders pursuant to their Basic Subscription Rights. See “The Rights Offering — The Subscription Rights —
Over-Subscription Privilege.”

         As soon as practicable after March 14, 2013, the Company will determine the number of Units that you may purchase pursuant to the
Over-Subscription Privilege. You will receive certificates representing the shares of the Company’s preferred stock, as well as an executed
version of any warrants you have purchased as soon as practicable thereafter. Subject to state securities laws and regulations, the Company has
the discretion to delay allocation and distribution of any and all Units to stockholders who are affected by such regulations and elect to
participate in the Rights Offering, including Units that the Company issues with respect to your Basic Subscription Right or Over-Subscription
Privilege, in order to comply with state securities laws. If you request and pay for more Units than are allocated to you, that overpayment will
be held by the Company pending the completion of the Rights Offering and will be refunded to you, without interest, as soon as practicable.

         The number of Rights to which you are entitled is printed on the face of your Subscription Rights Certificate. You should indicate
your wishes with regard to the exercise of your Rights by completing the appropriate portions of your Subscription Rights Certificate and
returning the certificate to the Company in the envelope provided pursuant to the procedures described in the Prospectus.

       YOUR SUBSCRIPTION RIGHTS CERTIFICATES, OR NOTICE OF GUARANTEED DELIVERY, AND SUBSCRIPTION
PRICE PAYMENT, INCLUDING FINAL CLEARANCE OF ANY CHECKS, MUST BE RECEIVED BY THE COMPANY, ON OR
BEFORE 5:00 P.M., NEW YORK CITY TIME, ON MARCH 14, 2013. ONCE A HOLDER OF RIGHTS HAS EXERCISED THE BASIC
SUBSCRIPTION RIGHT OR THE OVER-SUBSCRIPTION PRIVILEGE, SUCH EXERCISE MAY NOT BE REVOKED. RIGHTS NOT
EXERCISED PRIOR TO THE EXPIRATION TIME OF THE RIGHTS OFFERING WILL EXPIRE.

         For a more complete description of the terms and conditions of the Rights Offering, please review the Prospectus.
1.       METHOD OF SUBSCRIPTION — EXERCISE OF RIGHTS

         To exercise Rights, complete your Subscription Rights Certificate and send the properly completed and executed Subscription Rights
Certificate evidencing such Rights with any signatures required to be guaranteed so guaranteed, together with payment in full of the
Subscription Price for each Unit subscribed for pursuant to the Basic Subscription Right and the Over-Subscription Privilege, to the Company
on or prior to 5:00 p.m., New York City time, on March 14, 2013. Payment of the Subscription Price will be held in a segregated non-interest
bearing trust account to be maintained by the Company. All payments must be made in U.S. dollars for the full number of Units being
subscribed for by check or bank draft drawn upon a U.S. bank payable to InsPro Technologies Corporation (the “Subscription Account”).

         Payments will be deemed to have been received by the Company only upon (i) clearance of any uncertified check, (ii) receipt by the
Company of any certified check or bank draft drawn upon a U.S. bank or (iii) receipt of collected funds in the Subscription Account designated
above. If paying by uncertified personal check, please note that the funds paid thereby may take at least five business days to clear.
Accordingly, Rights holders who wish to pay the Subscription Price by means of uncertified personal check are urged to make payment
sufficiently in advance of the Expiration Time to ensure that such payment is received and clears by such date and are urged to consider
payment by means of certified or cashier’s check or money order.

         The Subscription Rights Certificate and payment of the Subscription Price, or, if applicable, Notices of Guaranteed Delivery (as
defined below) must be delivered to the Company by mail to the address below:

                                                       InsPro Technologies Corporation
                                                          150 N. Radnor-Chester Rd.
                                                                 Suite B-101
                                                              Radnor, PA 19087
                                                        Attention: Francis L. Gillan III

                                             Telephone Number for Confirmation: (484) 654-2200

        If regular mail is used for delivery, the Company recommends using registered mail, properly insured, with return receipt requested.
Delivery to an address other than that listed above does not constitute valid delivery.

        Questions may be answered by, and additional copies of relevant documents may be obtained by contacting the Company at (484)
654-2200 or by electronic mail at rightsoffering@inspro.com .

          By making arrangements with your bank or broker for the delivery of funds on your behalf, you may also request such bank or broker
to exercise the Subscription Rights Certificate on your behalf. Alternatively, you may cause a written guarantee substantially in the form of the
Notice of Guaranteed Delivery that that accompanies these instructions, from a member firm of a registered national securities exchange or a
member of the National Association of Securities Dealers Corporation, or from a commercial bank or trust company having an office or
correspondent in the United States or from a bank, stockbroker, savings and loan association or credit union with membership in an approved
signature guarantee medallion program, pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended (each, an “Eligible
Institution”), to be received by the Company on or prior to the Expiration Time together with payment in full of the Subscription Price. Such
Notice of Guaranteed Delivery must state your name, the number of Rights represented by the Subscription Rights Certificates held by you, the
number of Units being subscribed for pursuant to your Basic Subscription Right and the number of Units, if any, being subscribed for pursuant
to the Over-Subscription Privilege, and that you will guarantee the delivery to the Company of any properly completed and executed
Subscription Rights Certificates evidencing such Rights within three (3) business days following the date of the Notice of Guaranteed Delivery.
If this procedure is followed, the properly completed Subscription Rights Certificates evidencing the Rights being exercised, with any
signatures required to be guaranteed so guaranteed, must be received by the Company within three (3) business days following the date of the
Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery must be delivered to the Company in the same manner as Subscription
Rights Certificates at the address set forth above. Additional copies of the Notice of Guaranteed Delivery may be obtained upon request from
the Company at the address, or by calling the Company at (484) 654-2200.
          Banks, brokers and other nominee holders of Rights who exercise the Basic Subscription Right and the Over-Subscription Privilege on
behalf of beneficial owners of Rights will be required to certify to the Company, in connection with the exercise of the Over-Subscription
Privilege, as to the aggregate number of Rights that have been exercised and the number of Units that are being subscribed for pursuant to the
Over-Subscription Privilege, by each beneficial owner of Rights (including such nominee itself) on whose behalf such nominee holder is
acting. If more Excess Units are subscribed for pursuant to the Over-Subscription Privilege than are available for sale, the Excess Units will be
allocated, as described above, pro rata in proportion to the number of shares of common stock and preferred stock owned by a stockholder
exercising the Over-Subscription Privilege, relative to the number of shares owned by all stockholders exercising the Over-Subscription
Privilege on the record date.

         You will not be permitted to purchase fractional Units pursuant to the exercise of Rights.

         If you do not forward full payment of the aggregate value that you have indicated, you will be deemed to have exercised the Basic
Subscription Right with respect to the maximum number of Rights which may be purchased for the Subscription Price payment delivered by
you and, if any funds remain, you will be deemed to have exercised the Over-Subscription Privilege to the extent of the remaining funds. For
additional information about this calculation, see your Subscription Rights Certificate.
2.       ISSUANCE OF UNITS

        The following deliveries and payments will be made to the address shown on the face of your Subscription Rights Certificate unless
you provide instructions to the contrary in your Subscription Rights Certificate.

                (a)       Basic Subscription Right . As soon as practicable after the Expiration Time and the valid exercise of Rights, the
        Company will mail to each exercising Rights holder certificates representing shares of the Company’s preferred stock, as well as an
        executed version of any warrants, or credit the account of each exercising Rights Holder with shares of the Company’s preferred stock
        and warrants purchased pursuant to the Basic Subscription Right. See “The Rights Offering — The Subscription Rights — Basic
        Subscription Right” in the Prospectus.

                 (b)        Over-Subscription Privilege . As soon as practicable after the Expiration Time and after all prorations and
        adjustments contemplated by the terms of the Rights Offering have been effected, the Company will mail to each Rights holder who
        validly exercises his or her Basic Subscription Right and Over-Subscription Privilege certificates representing the number of shares of
        the Company’s preferred stock, as well as an executed version of any warrants, or credit the account of each exercising Rights Holder
        with shares of the Company’s preferred stock and warrants, if any, allocated to such Rights holder pursuant to the Over-Subscription
        Privilege. See “The Rights Offering — The Subscription Rights — Over-Subscription Privilege” in the Prospectus.

                 (c)       Excess Cash Payments . As soon as practicable after the Expiration Time and after all prorations and adjustments
        contemplated by the terms of the Rights Offering have been effected, the Company will return to each Rights holder who exercises the
        Over-Subscription Privilege any excess amount, without interest or deduction, received in payment of the Subscription Price for
        Excess Units that are subscribed for by such Rights holder but not allocated to such Rights holder pursuant to the Over-Subscription
        Privilege.
3.   EXECUTION

               (a)      Execution by Registered Holder. The signature on the Subscription Rights Certificate must correspond with the
     name of the registered holder exactly as it appears on the face of the Subscription Rights Certificate without any alteration or change
     whatsoever. Persons who sign the Subscription Rights Certificate in a representative or other fiduciary capacity must indicate their
     capacity when signing and, unless waived by the Company in its sole and absolute discretion, must present to the Company
     satisfactory evidence of their authority to so act.

              (b)       Execution by Person Other than Registered Holder . If the Subscription Rights Certificate is executed by a person
     other than the holder named on the face of the Subscription Rights Certificate, proper evidence of authority of the person executing the
     Subscription Rights Certificate must accompany the same unless, for good cause, the Company dispenses with proof of authority.

             (c)       Signature Guarantees . Your signature must be guaranteed by an Eligible Institution if you specify special
     payment or delivery instructions.
4.       METHOD OF DELIVERY TO THE COMPANY

         The method of delivery of Subscription Rights Certificates and payment of the Subscription Price to the Company will be at the
election and risk of the Rights holder, but, if sent by mail, it is recommended that such certificates and payments be sent by registered mail,
properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the Company and the
clearance of payment prior to 5:00 p.m., New York City time, on March 14, 2013. Because uncertified personal checks may take at least five
business days to clear, you are strongly urged to pay, or arrange for payment, by means of certified or cashier’s check or money order.
5.       SUBSTITUTE FORM W-9; TAXPAYER IDENTIFICATION NUMBER; POSSIBLE BACKUP WITHHOLDING

To ensure compliance with United States Treasury Department Circular 230, Rights holders are hereby notified that: (A) any
discussion of United States federal tax issues in this document is not intended or written by us to be relied upon, and cannot be relied
upon by Rights holders, for the purpose of avoiding penalties that may be imposed on Rights holders under the United States Internal
Revenue Code; (B) such discussion is written in connection with the promotion or marketing (within the meaning of Treasury
Department Circular 230) of the transactions or matters addressed herein; and (C) Rights holders should seek advice based on their
particular circumstances from an independent tax advisor.

        Each Rights holder who elects to exercise Rights should provide the Company with a correct taxpayer identification number (“TIN”)
on Substitute Form W-9, accompanying the Subscription Rights Certificate. Failure to provide the information or an adequate basis for an
exemption on Substitute Form W-9 may subject the holder to a $50 penalty and to 28% federal income tax backup withholding with respect to
dividends that may be paid by the Company on shares of stock.

         Under the United States federal income tax laws, dividend payments that may be made by the Company on shares of stock may be
subject to backup withholding. If backup withholding applies, the Company or its transfer agent, as the case may be, will be required to
withhold 28% of any such dividend payments made to a holder of stock. Backup withholding is not an additional tax. Rather, the amount of
backup withholding is treated, like any other withheld amounts, as an advance payment of the person's tax liability, and the tax liability of
persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained.

          To prevent backup withholding on dividend payments, a Rights holder who exercises Rights is required to notify the Company of the
holder's correct TIN by completing the Substitute Form W-9 and certifying on such form that the TIN provided is correct (or that such Rights
holder is awaiting a TIN). In addition, the holder is required to certify on the Substitute Form W-9 that (a) he or she is not subject to backup
withholding for one of the reasons specified thereon, and (b) he or she is a U.S. person (including a U.S. resident alien).

         Certain holders (including corporations and certain foreign individuals) are exempt from these backup withholding and reporting
requirements. Each exempt holder, although not required to deliver a Substitute Form W-9, is advised to deliver a completed and signed
Substitute Form W-9 to the Company with the “Exempt Payee” box checked in order to avoid possible erroneous backup withholding. See the
following Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions. In general, in
order for a foreign individual to qualify as an exempt recipient, that holder must submit a Form W-8 regarding the holder's foreign status. This
form may be obtained from the Company.

          If the record owner of Rights is an individual, the TIN is the taxpayer's social security number. For most entities, the TIN is the
employer identification number. If the shares of stock issued upon the exercise of the Rights are in more than one name or are not in the name
of the actual owner, consult the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional
information regarding which number to report.
The Substitute Form W-9 BELOW must be completed and signed. PLEASE PROVIDE YOUR SOCIAL SECURITY NUMBER OR
OTHER TAXPAYER IDENTIFICATION NUMBER AND CERTIFY THAT YOU ARE NOT SUBJECT TO BACKUP WITHHOLDING.

Substitute Form W-9
Department of the Treasury Internal Revenue Service
Payer’s Request for Taxpayer Identification Number and Certification
Name (as shown on federal tax
return):

Business name/disregarded entity name, if different from above:

Please check the appropriate box indicating federal tax classification:

 Individual/Sole Proprietor  C Corporation  S Corporation  Partnership  Trust/estate
 Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership): ____
 Other: ____________________________________________________________________________________________

                                                                                                             Exempt Payee
Address (number, street, and apt. or suite no.)

City, state, and ZIP code

Part I                                             TIN

PLEASE PROVIDE YOUR TIN ON THE APPROPRIATE LINE AT THE
RIGHT. For most individuals, this is your social security number. If you do not have a
number, see the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9. If you are awaiting a taxpayer identification number,
write “Applied For” in this Part I, complete the “Certificate Of Awaiting Taxpayer
Identification Number” below.
                                                                                                                   Social Security Number

                                                                                                                             OR

                                                                                                                   Employer Identification
                                                                                                                         Number

Part II                                            Certification

Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the IRS that I
am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding, and
(3) I am a United States citizen or other United States person within the meaning of section 7701(a)(30) of the Internal Revenue Code of
1986, as amended (including a United States resident alien).

Certification Instructions —You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your tax return.

The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.


Sign Here                                          Signature of                                             Date
                                                   United States person
NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING
OF 28% OF ANY DIVIDEND PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION
OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

                               COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE
                                                   “APPLIED FOR”
                     INSTEAD OF A TAXPAYER IDENTIFICATION NUMBER ON THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration
Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number
by the time of payment, 28% of all reportable payments made to me will be withheld.


Sign Here                                  Signature of                                                                        Date
                                           United States person
                                           GUIDELINES FOR CERTIFICATION OF
                                TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

        Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer —Social Security numbers
have nine digits separated by two hyphens: i.e. , 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen:
i.e. , 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code
of 1986, as amended.


                                                                                   Give the NAME and SOCIAL SECURITY NUMBER
For this type of Right holder:                                                     of:

1.    Individual                                                                   The individual
2.    Two or more individuals (joint account)                                      The actual owner of the account or, if combined funds, the first
                                                                                   individual on the account(1)
3.    Custodian account of a minor (Uniform Gift to Minors Act)                    The minor(2)
4.    a. The usual revocable savings trust (grantor is also trustee)               The grantor-trustee(1)
      b. So-called trust account that is not a legal or valid trust under state    The actual owner(1)
         law
5.    Sole proprietorship or disregarded entity owned by an individual             The owner(3)
6.    Grantor trust filing under Optional Form 1099 Filing Method 1 (see           The grantor(5)
      Treasury regulation section 1.671-4(b)(2)(i)(A))


                                                                                   Give the NAME and EMPLOYER
For this type of Rights holder:                                                    IDENTIFICATION NUMBER of—
7.    Disregarded entity not owned by an individual                                The owner
8.    A valid trust, estate, or pension trust                                      The legal entity(4)
9.    Corporate or LLC electing corporate status on Form 8832 or Form              The corporation
      2553
10. Association, club, religious, charitable, educational, or other                The organization
      tax-exempt organization
11. Partnership or multi-member LLC                                                The partnership
12. A broker or registered nominee                                                 The broker or nominee
13. Account with the Department of Agriculture in the name of a public             The public entity
      entity (such as a state or local government, school district, or prison)
      that receives agricultural program payments
14. Grantor trust filing under the Form 1041 Filing Method or the Optional         The trust
      Form 1099 Filing Method 2 (see Treasury regulation section
      1.671-4(b)(2)(i)(B))

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number,
that person’s number must be furnished.

(2) Circle the minor’s name and furnish the minor’s social security number.

(3) You must show your individual name, but you may also enter your business or “doing business as” name on the “Business
name/disregarded entity name” line. You may use either your social security number or your employer identification number (if you have one).

(4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal
representative or trustee unless the legal entity itself is not designated in the account title.)

(5) The Grantor also must provide a Substitute Form W-9 to the trustee of the trust.

NOTE: If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed.
                               GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                                            NUMBER ON SUBSTITUTE FORM W-9

                                                                       Page 2

Obtaining a Number

If you do not have a TIN, apply for one immediately. To apply for a social security number, get Form SS-5, Application for a Social Security
Card, from your local Social Security Administration office or get this form online at www.ssa.gov . You may also get this form by calling
1-800-772-1213. If you are a resident alien and you do not have and are not eligible to get a social security number, your taxpayer identification
number is your IRS individual taxpayer identification number (“ ITIN ”). Use Form W-7, Application for IRS Individual Taxpayer
Identification Number, to apply for an ITIN. To apply for an employer identification number, use Form SS-4, Application for Employer
Identification Number. You can apply for an employer identification number online by accessing the IRS website at www.irs.gov/businesses
and clicking on Employer Identification Number under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov
or by calling 1-800-TAX-FORM (1-800-829-3676).

Payees Exempt From Backup Withholding

Payees specifically exempted from backup withholding include:

1. An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under
Section 403(b)(7) if the account satisfies the requirements of Section 401(f)(2);

2. The United States or any of its agencies or instrumentalities;

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities;

4. A foreign government or any of its political subdivisions, agencies or instrumentalities; or

5. An international organization or any of its agencies or instrumentalities.

Payees that may be exempt from backup withholding include:

6. A corporation;

7. A foreign central bank of issue;

8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States;

9. A futures commission merchant registered with the Commodity Futures Trading Commission;

10. A real estate investment trust;

11. An entity registered at all times during the tax year under the Investment Company Act of 1940;

12. A common trust fund operated by a bank under Section 584(a);

13. A financial institution;

14. A middleman known in the investment community as a nominee or custodian; or

15. A trust exempt from tax under Section 664 or described in Section 4947.

The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed
above, 1 through 15.


If the payment is for...                                                                        THEN the payment is exempt for
Interest and dividend payments                                                  All exempt recipients except for 9.
Broker transactions                                                  Exempt payees 1 through 5 and 7 through 13. Also, C corporations.

Exempt payees should complete a Substitute Form W-9 to avoid possible erroneous backup withholding. Furnish your taxpayer
identification number, check the “Exempt Payee” box, sign and date the form and return it to the payer. Foreign payees who are not
subject to backup withholding should complete an appropriate Form W-8 and return it to the payer.
Privacy Act Notice. Section 6109 requires you to provide your correct taxpayer identification number to persons (including federal agencies)
who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you. The person
collecting this form uses the information on the form to file information returns with the IRS, reporting the included information. Routine uses
of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia,
and United States possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to
federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You
must provide your taxpayer identification number whether or not you are required to file a tax return. Under section 3406, payers must
generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a taxpayer identification
number to the payer. Certain penalties may also apply for providing false or fraudulent information.

Penalties

(1) Failure to Furnish Taxpayer Identification Number. If you fail to furnish your correct taxpayer identification number to a payer, you
are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding.           If you make a false statement with no reasonable basis that results
in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information.        Willfully falsifying certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.

(4) Misuse of Taxpayer Identification Numbers. If the requester discloses or uses taxpayer identification numbers in violation of federal law,
the requester may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE
                                                                                                                                    Exhibit 99.2

                                                 NOTICE OF GUARANTEED DELIVERY

                                                                      FOR

                                         SUBSCRIPTION RIGHTS CERTIFICATES ISSUED BY

                                               INSPRO TECHNOLOGIES CORPORATION

           This form, or one substantially equivalent hereto, must be used to exercise Rights pursuant to the Rights Offering described in the
Prospectus dated ________ __, 2013 (the “Prospectus”) of InsPro Technologies Corporation, a Delaware corporation (the “Company”), if a
holder of Rights cannot deliver the certificate(s) evidencing the Rights (the “Subscription Rights Certificate(s)”) to the Company at or prior to
5:00 p.m., New York City time, on March 14, 2013, unless such time is extended, as may be determined by the Company as described in the
Prospectus (as it may be extended, the “Expiration Time”). Such form must be delivered by hand or sent by telegram, facsimile transmission,
first class mail or overnight courier to the Company, and must be received by the Company on or prior to the Expiration Time. See “The Rights
Offering — Method of Exercising Subscription Rights” in the Prospectus. Payment of the Subscription Price of $240.00 per Unit (as defined in
the Prospectus) for each Unit subscribed for upon exercise of such Rights must be received by the Company in the manner specified in “The
Rights Offering — Payment Method” in the Prospectus at or prior to the Expiration Time even if the Subscription Rights Certificate(s)
evidencing such Rights is (are) being delivered pursuant to the Delivery of Subscription Payments thereof. See “The Rights Offering —
Delivery of Subscription Payments in the Prospectus.

      DELIVERY OR TRANSMISSION OF THIS INSTRUMENT OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE
A VALID DELIVERY.

                  Questions may be answered by, and additional copies of relevant documents may be obtained by contacting the Company at
(484) 654-2200.
Ladies and Gentlemen:

         The undersigned hereby represents that the undersigned is the holder of Subscription Rights Certificate(s) representing Rights and that
such Subscription Rights Certificate(s) cannot be delivered to the Company at or before 5:00 p.m., New York City time, on March 14, 2013
(the “Expiration Time”). Upon the terms and subject to the conditions set forth in the Prospectus, receipt of which is hereby acknowledged, the
undersigned hereby elects to exercise (i) the Basic Subscription Right to subscribe for Units with respect to each of the Rights represented by
such Subscription Rights Certificate(s) and (ii) the Over-Subscription Privilege relating to such Rights, to the extent that Units that are not
otherwise purchased pursuant to the exercise of the Basic Subscription Right (the “Excess Units”) are available therefor, for an aggregate of up
to 10,416 Excess Units, subject to availability and pro ration.

         The undersigned understands that payment of the Subscription Price of $240.00 per Unit for each Unit subscribed for pursuant to the
Basic Subscription Right and the Over-Subscription Privilege is payable in cash and must be received by the Company at or before the
Expiration Time and represents that such payment, in the aggregate amount of $ _______, either (check appropriate box):

            is being delivered to the Company herewith; or

           has been delivered separately to the Company in the manner set forth below (check appropriate box and complete information
relating thereto):

          Uncertified check (Payment by uncertified check will not be deemed to have been received by the Company until such check has
cleared. Holders paying by such means are urged to make payment sufficiently in advance of the Expiration Time to ensure that such payment
clears by such date.)

            Certified check

            Bank draft (cashier's check)

            Money order

                       Name of maker:
                       Date of check, draft or money order:
                       Check, draft or money order number:
                       Bank or other institution on which check is drawn or issuer of money order:

Signature(s) ________________________________________

Name(s) ________________________________________
(PLEASE TYPE OR PRINT)

Address:               _______________

                       _______________

                       _______________

Area Code and Tel. No.(s): _______________

Subscription Rights Certificates No(s). (if available): ______________
                                                GUARANTEE OF DELIVERY
                                  (NOT TO BE USED FOR SUBSCRIPTION RIGHTS CERTIFICATE
                                                 SIGNATURE GUARANTEE)

         The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers
Corporation, or a commercial bank or trust company having an office or correspondent in the United States, or a bank, stockbroker, savings and
loan association or credit union with membership in an approved signature guarantee medallion program, pursuant to Rule 17Ad-15 of the
Securities Exchange Act of 1934, as amended, guarantees that the undersigned will deliver to the Company the certificates representing the
Rights being exercised hereby, with any required signature guarantee and any other required documents, all within three (3) business days after
the date hereof.

Dated:

(Address)                                                              (Name of Firm)

(Area Code and Telephone Number)                                       (Authorized Signature)

          The institution that complete this form must communicate the guarantee to the Company and must deliver the Subscription Rights
Certificate(s) to the Company within the time period shown in the Prospectus of InsPro Technologies Corporation, dated ________ __, 2013.
Failure to do so could result in a financial loss to such institution.
                                                                                                                                      Exhibit 99.3

                                               INSPRO TECHNOLOGIES CORPORATION

                                    SHARES OF THE COMPANY’S PREFERRED STOCK
                                    AND WARRANTS TO PURCHASE COMMON STOCK
                                   OFFERED PURSUANT TO RIGHTS DISTRIBUTED TO
                           HOLDERS OF RECORD OF COMMON STOCK AND PREFERRED STOCK OF
                                        INSPRO TECHNOLOGIES CORPORATION

                                                                _________, 2013

To Securities Brokers and Dealers, Commercial Banks, Trust Companies and Other Nominees:

         This letter is being distributed to securities brokers and dealers, commercial banks, trust companies and other nominees in connection
with the rights offering (the “Rights Offering”) by InsPro Technologies Corporation, a Delaware corporation (the “Company”), of
non-transferable subscription rights (“Rights”) distributed to the holders of record of shares of the Company’s common stock and preferred
stock as of the close of business on January 31, 2013 (the “Record Date”) to subscribe for and purchase units (the “Units”) consisting of shares
of the Company’s Series B Convertible Preferred Stock and a warrant to purchase additional shares of the Company’s common stock. The
Rights are described in detail in the Company’s Prospectus dated _________, 2013 (the “Prospectus”) which is attached.

         The Rights will expire, if not exercised, at 5:00 p.m., New York City time, on March 14, 2013, unless extended in the sole discretion
of the Company (as it may be extended, the “Expiration Time”). The Company may terminate the Rights Offering at any time prior to the
Expiration Time for any reason.

         As described in the accompanying Prospectus, holders or beneficial holders of the Company’s common stock and preferred stock on
the Record Date will receive one Right for every 12,756 shares of common stock, one Right for every 638 shares of Series A Convertible
Preferred Stock and one Right for every 638 shares of Series B Convertible Preferred Stock held on the Record Date. Each Right will entitle
the beneficial owner of shares of common stock and preferred stock registered in your name or the name of your nominee to subscribe for one
Unit consisting of 80 shares of the Company’s Series B Convertible Preferred Stock and a five-year warrant to purchase 800 additional shares
of the Company’s common stock at an exercise price of $0.15 per share (the “Basic Subscription Right”). The subscription price (the
“Subscription Price”) for the Units is $240.00 per Unit, payable in cash.

        In addition, each holder of Rights who exercises his or her Basic Subscription Right in full will be eligible to subscribe (the
“Over-Subscription Privilege”) at the same cash price of $240.00 per Unit for Units that are not otherwise purchased pursuant to the exercise of
Rights under the Basic Subscription Right (the “Excess Units”), subject to availability and proration as described below.

         The Over-Subscription Privilege gives a holder of Rights the opportunity to purchase Excess Units in the event that other stockholders
do not exercise all of their Basic Subscription Rights. The Over-Subscription Privilege entitles each Rights holder to subscribe for additional
Units at a Subscription Price of $240.00 per Unit, subject to proration. If there are not enough Units available to fill all subscriptions for
additional Units, the available Units will be allocated pro rata in proportion to the number of shares of common stock and preferred stock
owned by a stockholder exercising the Over-Subscription Privilege, relative to the number of shares owned by all stockholders exercising the
Over-Subscription Privilege on the record date. If this pro rata allocation results in any stockholder receiving a greater number of Units than the
stockholder subscribed for pursuant to the exercise of the Over-Subscription Privilege, then such stockholder will be allocated only that number
of Units for which the stockholder oversubscribed, and the remaining Units will be allocated among all other stockholders exercising the
Over-Subscription Privilege on the same pro rata basis described above. The proration process will be repeated until all Units have been
allocated.
         The Over-Subscription Privilege will only be available to a holder of Rights if (1) other Company stockholders do not fully exercise
their Basic Subscription Rights and (2) the holder of Rights exercises his or her Rights pursuant to the Basic Subscription Right in full.
Although each holder of Rights is guaranteed the right, pursuant to his or her Basic Subscription Right, to purchase that number of Units equal
to the number of Rights received in the offering, the holder may not be able to purchase any of the Units that he or she seeks to purchase
pursuant to the Over-Subscription Privilege. The actual number of Units available for purchase pursuant to each Rights holder’s
Over-Subscription Privilege will depend upon whether the holder fully exercises his or her Basic Subscription Right and the number of Units
purchased by the other Record Holders pursuant to their Basic Subscription Rights. See “The Rights Offering — The Subscription Rights —
Over-Subscription Privilege.”

         The Rights will be evidenced by non-transferable Rights certificates (the “Subscription Rights Certificates”) registered in your name
or the name of your nominee and will be null and void and cease to have value at the Expiration Time.

        We are asking you to contact your clients for whom you hold the common stock or preferred stock registered in your name or in the
name of your nominee to obtain instructions with respect to the Rights.

         If you exercise the Over-Subscription Privilege on behalf of beneficial owners of the Rights, you will be required to certify to the
Company, in connection with the exercise of the Over-Subscription Privilege, as to the aggregate number of Rights that have been exercised
pursuant to the Basic Subscription Right, whether the Basic Subscription Right of each beneficial owner of Rights on whose behalf you are
acting has been exercised in full, and the number of Units being subscribed for pursuant to the Over-Subscription Privilege by each beneficial
owner of Rights on whose behalf you are acting.

         All commissions, fees and other expenses (including brokerage commissions and transfer taxes) incurred in connection with the
exercise of the Rights will be for the account of the holder of the Rights, and none of such commissions, fees or expenses will be paid by the
Company.
        Enclosed are copies of the following documents:

    1. Prospectus;

    2. Instructions for Use of InsPro Technologies Corporation Subscription Rights Certificates;

    3. A form of letter which may be sent to your clients for whose accounts you hold shares of the Company’s common stock or preferred
    stock registered in your name or the name of your nominee, with an attached form of instruction;

    4. Notice of Guaranteed Delivery for Subscription Rights Certificates Issued by InsPro Technologies Corporation;

    5. Nominee Holder Certificate; and

    6. A return envelope addressed to the Company.

          Your prompt action is requested. To exercise Rights, you should deliver the properly completed and signed Subscription Rights
Certificate (or the Notice of Guaranteed Delivery if you are following the Guaranteed Delivery Procedures), with payment of the Subscription
Price in full for each Unit subscribed for, to the Company, as indicated in the Prospectus. The Company must receive the Subscription Rights
Certificate or Notice of Guaranteed Delivery with payment of the Subscription Price, including final clearance of any checks, prior to the
Expiration Time.

A RIGHTS HOLDER CANNOT REVOKE THE EXERCISE OF ITS RIGHTS. RIGHTS NOT EXERCISED PRIOR TO THE EXPIRATION
TIME WILL EXPIRE.

Additional copies of the enclosed materials may be obtained from the Company by calling (484) 654-2200.

                                                          Very truly yours,

                                                          INSPRO TECHNOLOGIES CORPORATION

NOTHING IN THIS LETTER OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY PERSON AS AN AGENT OF
INSPRO TECHNOLOGIES CORPORATION OR ANY OTHER PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF THE
SECURITIES ISSUABLE UPON VALID EXERCISE OF THE RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE
ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFERING EXCEPT FOR STATEMENTS
EXPRESSLY MADE IN THE PROSPECTUS.
                                                                                                                                      Exhibit 99.4

                                               INSPRO TECHNOLOGIES CORPORATION

                                    SHARES OF THE COMPANY’S PREFERRED STOCK
                                    AND WARRANTS TO PURCHASE COMMON STOCK
                                   OFFERED PURSUANT TO RIGHTS DISTRIBUTED TO
                           HOLDERS OF RECORD OF COMMON STOCK AND PREFERRED STOCK OF
                                        INSPRO TECHNOLOGIES CORPORATION

                                                                _________, 2013

To Our Clients:

         Enclosed for your consideration is a Prospectus dated _________, 2013 (the “Prospectus”), and the “Instructions for Use of InsPro
Technologies Corporation Subscription Rights Certificates” relating to the rights offering (the “Rights Offering”) by InsPro Technologies
Corporation, a Delaware corporation (the “Company”), of non-transferable subscription rights (“Rights”) distributed to the holders of record of
the Company’s common stock and preferred stock as of the close of business on January 31, 2013 (the “Record Date”), to subscribe for and
purchase units (the “Units”) consisting of shares of the Company’s Series B Convertible Preferred Stock and a warrant to purchase additional
shares of the Company’s common stock. The Rights are described in detail in the Company’s Prospectus, a copy of which is enclosed.

         The Rights will expire, if not exercised, at 5:00 p.m., New York City time, on March 14, 2013, unless extended in the sole discretion
of the Company (as it may be extended, the “Expiration Time”).

        As described in the accompanying Prospectus, you will receive one Right for every 12,756 shares of common stock, one Right for
every 638 shares of Series A Convertible Preferred Stock and one Right for every 638 shares of Series B Convertible Preferred Stock held on
the Record Date. Each Right will entitle you to subscribe for one Unit consisting of 80 shares of the Company’s Series B Convertible Preferred
Stock and a five-year warrant to purchase 800 additional shares of the Company’s common stock at an exercise price of $0.15 per share (the
“Basic Subscription Right”). The subscription price (the “Subscription Price”) is $240.00 per Unit, payable in cash.

        In addition, each holder of Rights who exercises his or her Basic Subscription Right in full will be eligible to subscribe (the
“Over-Subscription Privilege”) at the same cash price of $240.00 per Unit for Units that are not otherwise purchased pursuant to the exercise of
Rights under the Basic Subscription Right (the “Excess Units”), subject to availability and proration as described below.

         The Over-Subscription Privilege gives a holder of Rights the opportunity to purchase Excess Units in the event that other stockholders
do not exercise all of their Basic Subscription Rights. The Over-Subscription Privilege entitles each Rights holder to subscribe for additional
Units at a Subscription Price of $240.00 per Unit, subject to proration. If there are not enough Units available to fill all subscriptions for
additional Units, the available Units will be allocated pro rata in proportion to the number of shares of common stock and preferred stock
owned by a stockholder exercising the Over-Subscription Privilege, relative to the number of shares owned by all stockholders exercising the
Over-Subscription Privilege on the record date. If this pro rata allocation results in any stockholder receiving a greater number of Units than the
stockholder subscribed for pursuant to the exercise of the Over-Subscription Privilege, then such stockholder will be allocated only that number
of Units for which the stockholder oversubscribed, and the remaining Units will be allocated among all other stockholders exercising the
Over-Subscription Privilege on the same pro rata basis described above. The proration process will be repeated until all Units have been
allocated.
         The Over-Subscription Privilege will only be available to a holder of Rights if (1) other Company stockholders do not fully exercise
their Basic Subscription Rights and (2) the holder of Rights exercises his or her Rights pursuant to the Basic Subscription Right in full.
Although each holder of Rights is guaranteed the right, pursuant to his or her Basic Subscription Right, to purchase that number of Units equal
to the number of Rights received in the offering, the holder may not be able to purchase any of the Units that he or she seeks to purchase
pursuant to the Over-Subscription Privilege. The actual number of Units available for purchase pursuant to each Rights holder’s
Over-Subscription Privilege will depend upon whether the holder fully exercises his or her Basic Subscription Right and the number of Units
purchased by the other Record Holders pursuant to their Basic Subscription Rights. See “The Rights Offering — The Subscription Rights
—Over-Subscription Privilege.”

         The Rights will be evidenced by non-transferable Rights certificates registered in your name or the name of your nominee and will be
null and void and cease to have value at or after the Expiration Time.

          The materials enclosed are being forwarded to you as the beneficial owner of the Company’s common stock or preferred stock carried
by us in your account but not registered in your name. Exercises of Rights may be made only by us as the record owner and pursuant to your
instructions. Accordingly, we request instructions as to whether you wish us to elect to subscribe for any Units to which you are entitled
pursuant to the terms and subject to the conditions set forth in the enclosed Prospectus. However, we urge you to read the Prospectus and other
enclosed materials carefully before instructing us to exercise your Rights. ONCE YOU HAVE EXERCISED YOUR RIGHTS, YOU MAY
NOT REVOKE THAT EXERCISE.

        Your instructions to us should be forwarded as promptly as possible in order to permit us to exercise Rights on your behalf in
accordance with the provisions of the Rights Offering. The Rights Offering will expire at the Expiration Time. Once you have exercised your
Basic Subscription Right and your Over-Subscription Privilege, such exercise may not be revoked.

        If you wish to have us, on your behalf, exercise the Rights for any Units to which you are entitled, please so instruct us by completing,
executing and returning to us the instruction form on the reverse side of this letter.

ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE RIGHTS OFFERING SHOULD BE DIRECTED TO THE
COMPANY AT (484) 654-2200.
                                                                                                                                      Exhibit 99.5

                                               INSPRO TECHNOLOGIES CORPORATION

                                    SHARES OF THE COMPANY’S PREFERRED STOCK
                                    AND WARRANTS TO PURCHASE COMMON STOCK
                                   OFFERED PURSUANT TO RIGHTS DISTRIBUTED TO
                           HOLDERS OF RECORD OF COMMON STOCK AND PREFERRED STOCK OF
                                        INSPRO TECHNOLOGIES CORPORATION

                                                                _________, 2013

Dear Stockholder:

         This letter is being distributed by InsPro Technologies Corporation, a Delaware corporation (the “Company”), to all holders of record
of shares of the Company’s common stock and preferred stock at the close of business on January 31, 2013 (the “Record Date”), in connection
with a distribution in a rights offering (the “Rights Offering”) of non-transferable subscription rights (the “Rights”) to subscribe for and
purchase Units (the “Units”) consisting of shares of the Company’s Series B Convertible Preferred Stock and a warrant to purchase additional
shares of the Company’s common stock. The Rights are described in detail in the Company’s Prospectus dated _________, 2013 (the
“Prospectus”) which is attached.

         The Rights will expire, if not exercised, at 5:00 p.m., New York City time, on March 14, 2013, unless extended in the sole discretion
of the Company (as it may be extended, the “Expiration Time”). The Company may terminate the Rights Offering at any time prior to the
Expiration Time for any reason.

         As described in the accompanying Prospectus, record holders of the Company’s common stock and preferred stock will receive one
Right for every 12,756 shares of common stock, one Right for every 638 shares of Series A Convertible Preferred Stock and one Right for
every 638 shares of Series B Convertible Preferred Stock held on the Record Date. Each Right will entitle you to subscribe for one Unit
consisting of 80 shares of the Company’s Series B Convertible Preferred Stock and a five-year warrant to purchase 800 additional shares of the
Company’s common stock at an exercise price of $0.15 per share (the “Basic Subscription Right”). The subscription price (the “Subscription
Price”) for the Units is $240.00 per Unit, payable in cash.

        In addition, each holder of Rights who exercises his or her Basic Subscription Right in full will be eligible to subscribe (the
“Over-Subscription Privilege”) at the same cash price of $240.00 per Unit for Units that are not otherwise purchased pursuant to the exercise of
Rights under the Basic Subscription Right (the “Excess Units”), subject to availability and proration as described below.

         The Over-Subscription Privilege gives a holder of Rights the opportunity to purchase Excess Units in the event that other stockholders
do not exercise all of their Basic Subscription Rights. The Over-Subscription Privilege entitles each Rights holder to subscribe for additional
Units at a Subscription Price of $240.00 per Unit, subject to proration. If there are not enough Units available to fill all subscriptions for
additional Units, the available Units will be allocated pro rata in proportion to the number of shares of common stock and preferred stock
owned by a stockholder exercising the Over-Subscription Privilege, relative to the number of shares owned by all stockholders exercising the
Over-Subscription Privilege on the record date. If this pro rata allocation results in any stockholder receiving a greater number of Units than the
stockholder subscribed for pursuant to the exercise of the Over-Subscription Privilege, then such stockholder will be allocated only that number
of Units for which the stockholder oversubscribed, and the remaining Units will be allocated among all other stockholders exercising the
Over-Subscription Privilege on the same pro rata basis described above. The proration process will be repeated until all Units have been
allocated.
         The Over-Subscription Privilege will only be available to a holder of Rights if (1) other Company stockholders do not fully exercise
their Basic Subscription Rights and (2) the holder of Rights exercises his or her Rights pursuant to the Basic Subscription Right in full.
Although each holder of Rights is guaranteed the right, pursuant to his or her Basic Subscription Right, to purchase that number of Units equal
to the number of Rights received in the offering, the holder may not be able to purchase any of the Units that he or she seeks to purchase
pursuant to the Over-Subscription Privilege. The actual number of Units available for purchase pursuant to each Rights holder’s
Over-Subscription Privilege will depend upon whether the holder fully exercises his or her Basic Subscription Right and the number of Units
purchased by the other Record Holders pursuant to their Basic Subscription Rights. See “The Rights Offering — The Subscription Rights —
Over-Subscription Privilege.”

         As soon as practicable after March 14, 2013, the Company will determine the number of Units that you may purchase pursuant to the
Over-Subscription Privilege. You will receive certificates representing the shares of the Company’s preferred stock, as well as an executed
version of any warrants, you have purchased as soon as practicable thereafter. Subject to state securities laws and regulations, the Company has
the discretion to delay allocation and distribution of any and all Units to stockholders who are affected by such regulations and elect to
participate in the Rights Offering, including Units that the Company issues with respect to your Basic Subscription Right or Over-Subscription
Privilege, in order to comply with state securities laws. If you request and pay for more Units than are allocated to you, that overpayment will
be held by the Company pending the completion of the Rights Offering and will be refunded to you, without interest, as soon as practicable.

        The Rights will be evidenced by non-transferable Rights certificates (the “Subscription Rights Certificates”) and will be null and void
and cease to have value at or after the Expiration Time.
Enclosed are copies of the following documents:

    1. Prospectus;

    2. Subscription Rights Certificate;

    3. Instructions for Use of InsPro Technologies Corporation Subscription Rights Certificates (including a Notice of Guaranteed Delivery
    for Subscription Rights Certificates Issued by InsPro Technologies Corporation); and

    4. A return envelope addressed to the Company.

          Your prompt action is requested. To exercise the Rights, you should properly complete and sign the Subscription Rights Certificate (or
the Notice of Guaranteed Delivery if you are following the Guaranteed Delivery Procedures) and forward it, with payment of the Subscription
Price in full for each Unit subscribed for pursuant to the Basic Subscription Right and the Over-Subscription Privilege, to the Company as
indicated in the Prospectus. The Company must receive the Subscription Rights Certificate or Notice of Guaranteed Delivery with payment of
the Subscription Price, including final clearance of any checks, prior to the Expiration Time.

A RIGHTS HOLDER CANNOT REVOKE THE EXERCISE OF ITS RIGHTS. RIGHTS NOT EXERCISED PRIOR TO THE EXPIRATION
TIME WILL EXPIRE.

         Additional copies of the enclosed materials may be obtained from the Company by calling (484) 654-2200.

                                                                     Very Truly yours,

                                                                     InsPro Technologies Corporation

                                                                     By:
                                                                     Name: Anthony R. Verdi
                                                                     Title: Chief Executive Officer, Chief Financial Officer and Chief
                                                                            Operating Officer
                                                                                                                                      Exhibit 99.6

                                               INSPRO TECHNOLOGIES CORPORATION

                                                 BENEFICIAL OWNER ELECTION FORM

                                                                INSTRUCTION

          The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the rights offering by
InsPro Technologies Corporation (the “Company”) of subscription rights (“Rights”) distributed to the holders of record of shares of common
stock and preferred stock of the Company as of the close of business on January 31, 2013 to subscribe for and purchase Units, as defined in the
Prospectus. The Rights are described in detail in the Company's Prospectus dated __________________ __, 2013 (the “Prospectus”), which is
attached.

        This will instruct you whether to exercise Rights to purchase Units with respect to the shares held by you for the account of the
undersigned, pursuant to the terms and subject to the conditions set forth in the Prospectus and the related “Instructions for Use of InsPro
Technologies Corporation Subscription Rights Certificates.”

Box 1.         Please DO NOT EXERCISE RIGHTS for Units.
Box 2.          Please EXERCISE RIGHTS for Units.

                                                    NUMBER                SUBSCRIPTIO                   PAYMENT
                                                                          N
                                                    OF RIGHTS             PRICE
Basic Subscription Right:                           _________        X    $240.00            =          $ _________                 (Line 1)
Over-Subscription Privilege:                        _________        X    $240.00            =          $ _________                 (Line 2)

Total Payment Required:                                                                      =          $ _________
                                                                                                        (Sums of Lines 1 and 2 must
                                                                                                        equal total of amounts in
                                                                                                        Boxes 3 and 4.)

Box 3.     Payment in the following amount is enclosed $ _________.
Box 4.     Please deduct payment from the following account maintained by you as follows:


Type of Account                                                             Account No.

Amount to be deducted: $ ______________________

                                                                            SIGNATURE(S)
                                                                            Please type or print name(s) below:


Date: _________, 2013
                                                                                                                                Exhibit 99.7

                                               INSPRO TECHNOLOGIES CORPORATION

                                                    NOMINEE HOLDER CERTIFICATION

         The undersigned, a bank, broker, trustee, depositary or other nominee of subscription rights (the “Rights”) to subscribe for and
purchase Units (as defined in the Prospectus) of InsPro Technologies Corporation (the “Company”) pursuant to the rights offering described in
the Company’s prospectus dated __________, 2013, (the “Prospectus”), hereby certifies to the Company that (1) the undersigned has exercised,
on behalf of the beneficial owners thereof (which may include the undersigned), the number of Rights specified below pursuant to the Basic
Subscription Right (as defined in the Prospectus) of beneficial owners of Rights who have subscribed for the purchase of additional Units
pursuant to the Over-Subscription Privilege (as defined in the Prospectus), listing separately below each such exercised Basic Subscription
Right and the corresponding Over-Subscription Privilege (without identifying any such beneficial owner), and (2) each such beneficial owner’s
Basic Subscription Right has been exercised in full:

          NUMBER OF SHARES                                      RIGHTS                                     NUMBER OF UNITS
           OF OWNED ON THE                                    EXERCISED                                    SUBSCRIBED FOR
             RECORD DATE                                     PURSUANT TO                                  PURSUANT TO OVER-
          (INDICATE NUMBER                                       BASIC                                      SUBSCRIPTION
            OF COMMON AND                                    SUBSCRIPTION                                     PRIVILEGE
              PREFERRED)                                        RIGHT

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

Provide the following information, if applicable:

Depository Trust Company (“DTC”) Participant Number
DTC Basic Subscription Confirmation Number(s)

                                                                     By:
                                                                     Name:
                                                                     Title: