Attached files
| file | filename |
|---|---|
| 8-K - InsPro Technologies Corp | v206453_8k.htm |
| EX-4.3 - InsPro Technologies Corp | v206453_ex4-3.htm |
| EX-4.2 - InsPro Technologies Corp | v206453_ex4-2.htm |
| EX-4.1 - InsPro Technologies Corp | v206453_ex4-1.htm |
CERTIFICATE
OF AMENDMENT
TO
CERTIFICATE
OF DESIGNATION
OF
SERIES
B CONVERTIBLE PREFERRED STOCK
OF
INSPRO
TECHNOLOGIES CORPORATION
pursuant
to Section 151 of the
General
Corporation Law of the State of Delaware
InsPro Technologies
Corporation, a Delaware corporation (the “Company”), hereby
certifies that:
1. The Certificate of
Incorporation of the Company, as amended (the “Certificate of
Incorporation”), fixes the total number of shares of all classes of
capital stock that the Company shall have the authority to issue at three
hundred million (300,000,000) shares of common stock, par value $.001 per share,
and twenty million (20,000,000) shares of preferred stock, par value $.001 per
share.
2. The Certificate of
Incorporation expressly grants to the Board of Directors of the Company (the
“Board of
Directors”) authority to provide for the issuance of the shares of
preferred stock in series, and to establish from time to time the number of
shares to be included in each such series and to fix the designation, powers,
preferences and rights of the shares of each such series and the qualifications,
limitations or restrictions thereof.
3. The Certificate of
Designation of Series B Convertible Preferred Stock, as filed with the Secretary
of State of the State of Delaware on September 30, 2010 (the “Certificate of
Designation”), expressly grants to the Board of Directors authority to
increase the number of authorized shares of Series B Convertible Preferred
Stock.
4. Pursuant to the authority
conferred upon the Board of Directors by the Certificate of Incorporation and
the Certificate of Designation, the Board of Directors, by action duly taken on
December 20, 2010, adopted resolutions authorizing the increase of the number of
authorized shares of the Company’s Series B Convertible Preferred Stock as set
forth in Section 2 of the Certificate of Designation from Two Million Two
Hundred Fifty Thousand (2,250,000) shares to Five Million (5,000,000)
shares.
IN
WITNESS WHEREOF, this Certificate of Designation has been executed on behalf of
the Company by its Acting Chief Executive Officer, Chief Financial Officer and
Chief Operating Officer this 22nd day of December, 2010.
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INSPRO
TECHNOLOGIES CORPORATION
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By:
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/s/ Anthony R. Verdi | |
|
Name:
Anthony R. Verdi
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Title:
Acting Chief Executive Officer, Chief
Financial
Officer and Chief Operating Officer
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