0001571049-15-000732 Sample Contracts

SUBORDINATION AGREEMENT
Subordination Agreement • February 3rd, 2015 • InsPro Technologies Corp • Services-prepackaged software • New York

This Subordination Agreement (the “Agreement”) is made as of January 30, 2015, by and among (a) THE CO-INVESTMENT FUND II, L.P., a Delaware limited partnership, with its principal place of business at 150 N. Radnor-Chester Road, Suite B-101, Radnor, PA 19087 (“Creditor”) and (b) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (“Bank”).

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INSPRO TECHNOLOGIES CORPORATION SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • February 3rd, 2015 • InsPro Technologies Corp • Services-prepackaged software • Pennsylvania

This Secured Convertible Promissory Note Purchase Agreement (the “Agreement”) is made as of January 30, 2015 (the “Effective Date”) by and among InsPro Technologies Corporation, a Delaware corporation (the “Company”), InsPro Technologies, LLC, a Delaware limited liability company (“InsPro” and collectively with the Company, the “Loan Parties”), and The Co-Investment Fund II, L.P., a Delaware limited partnership (the “Purchaser”).

SECURITY AGREEMENT
Security Agreement • February 3rd, 2015 • InsPro Technologies Corp • Services-prepackaged software • Pennsylvania

This Security Agreement (this “Agreement”) dated as of January 30, 2015, by and among InsPro Technologies Corporation, a Delaware corporation (the “Company”) and InsPro Technologies, LLC, a Delaware limited liability company (“InsPro” and collectively with the Company, the “Borrowers”) and The Co-Investment Fund II, L.P., a Delaware limited partnership (the “Secured Party”). Capitalized terms not defined herein shall have the meaning set forth in the Purchase Agreement (as defined below).

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