REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2010 • InsPro Technologies Corp • Services-prepackaged software • Delaware
This Agreement is made pursuant to the Note Conversion Agreement, dated as of the date hereof, between the Company and the Investor (the “Note Conversion Agreement”).
ContractSecurities Agreement • December 23rd, 2010 • InsPro Technologies Corp • Services-prepackaged software
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY OR (II) RULE 144 OR RULE 144A UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SEC
NOTE CONVERSION AGREEMENTNote Conversion Agreement • December 23rd, 2010 • InsPro Technologies Corp • Services-prepackaged software • Delaware
This Note Conversion Agreement (this “Agreement”) is dated as of December 22, 2010, between InsPro Technologies Corporation (formerly known as Health Benefits Direct Corporation), a Delaware corporation (the “Company”), and The Co-Investment Fund II, L.P. (the “Investor”).
