Exhibit 10.2
INDIA FIVE HUNDRED RUPEES Rs. 500:, INDIA NON JUDICIAL - TAMILNADU
AL 897639 “This stamp paper is to be read with (Mast9r Credit Terms / Letter of continuity for DR note packing credit undertaking,
etc. dates 27/04/2017 executed by Majesco Software and Solutions India Pvt Ltd. in favour of Standard Chartered Bank For MASCO
SOFTWARE AND SOLUTONS INDIA PVT, LTD
Standard chartered Mater credit Terms (Uncommitted) India These
are the Master Credit Terms (Uncommitted) referred to and incorporated in the Agreement between the Bank and each Borrower. IT
Is AGREED: 1. DEFINITIONS AND INTERPRETATIONS 1.1 Definitions: Terms defined in the Facility Letter (and not otherwise defined
herein) will have the same meaning when used in these Master Credit Terms (Uncommitted): "Adverse Effect" means an adverse
effect in the sole opinion of the Bank on: (a) the condition (financial or otherwise), assets, operations, prospects or business
of any Obligor or the Group (taken as a whole); (b) the ability of any Obligor to perform its obligations under the Finance Documents;
(c) the validity. legality or enforceability of, or the rights or remedies of the Bank under any Finance Documents; or the validity,
legality or enforceability of any Security Interest created / to be created in respect of a Facility / under any Finance Document
or on the priority or ranking of such Security Interest. "Affiliate" means, in relation to a person: (a) any of its
Subsidiaries; (b) any of its Holding Companies; or (c) any other Subsidiary of any such Holding Company, including head offices
and branches of the above. "Authority" means any government, quasi-government, administrative, regulatory or supervisory
body or authority, court or tribunal. "Break Costs" means a net loss of interest revenue the Bank incurs when all or
any part of any utilisation is repaid on a day which is not the last day of a Term for that utilisation. "Control" and
"Controlled" means: (a) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to direct
its management and policies or to control the composition of its board of directors or equivalent body; or (b) ownership of more
than 50% of the voting share capital or equivalent right of ownership of that person. "Default" means: (a) an Event
of Default; or (b) an event or circumstance which would (with the expiry of a grace period, giving of notice or the making of
any determination under the Finance Document or any combination of them) be an Event of Default. "Designated Combined Facility
Limits" means (if specified) the amount designated as the combined facility limit for the Facilities specified opposite those
Facilities in column (2) of the table in Clause 2.1(b) (Designated Combined Facility Limits) of the Facility Letter. "Designated
Facility Limits" means the amount designated as the facility limit against a Facility specified opposite that Facility in
column (2) of the table in Clause 2.1(a) (Designated Facility Limits and Designated Sub-limits) of the Facility Letter. "Designated
Sub-limits" means (if specified) the amount as designated as the sub-limit against a Borrower in column (3) of the table
set out in Clause 2.1(a) (Designated Facility Limits and Designated Sub-limits) of the Facility Letter. "Event of Default"
means any event specified in Clause 11.1 and in any other Finance Document. "Facility" means each facility set out in
Clause 2 (Facilities) of the Facility Letter. "Finance Document" means the Agreement, any Security Documents, any document
identified as such in the Facility Letter and any other document designated as such by the Bank and any Group member from time
to time. "Financial Indebtedness" means any indebtedness incurred for or in respect of: (a) monies borrowed; (b) any
amount raised under any other transaction (however structured) having the commercial effect of a borrowing; and (c) the amount
of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) and (b) above. "Financial
Statements" means: (a) for the Parent, the audited consolidated financial statements of the Group for each of its financial
years; and (b) for each Obligor other than the Parent, its audited financial statements for each of its financial years. "Group"
means the Parent and its Subsidiaries. "Holding Company" means, in relation to a person, any other person in respect
of which the first named person is a Subsidiary. "Increased Cost" means: (a) an additional or increased cost; (b) a
reduction in the rate of return from a Facility or on the Bank's (or its Affiliate's) overall capital; or (c) a reduction of an
amount due and payable under any Finance Document, which is incurred or suffered by the Bank or any of its Affiliates but only
to the extent attributable to the Bank having entered into any Finance Document or funding or performing its obligations under
any Finance Document. "Local Currency" means for each Facility, the currency in which the Designated Facility Limits
of that Facility is denominated as specified in Clause 2 (Facilities) of the Facility Letter. "Local Currency Amount"
means the amount specified in the utilisation request (or, if the amount requested is not denominated in the Local Currency for
the relevant Facility). that amount converted into that Local Currency at the Spot Rate adjusted to reflect any repayment, prepayment,
consolidation or division of the utilisation, "Obligor" means each Borrower and any person providing a guarantee of
and/or Security Interest for the obligations of any Borrower and/or any other Obligor under the Finance Documents. "Party"
means a party to the Agreement. "Personal Information" includes each Obligor's name, address, taxpayer identification
number, other form of identification and that of each Obligor's direct or indirect Standard
beneficial owners, beneficiaries, controlling persons or their
respective Relevant Data Subjects. "Prime Rate" means the interest rate, however it is called, published by the Bank
from time to time as the minimum rate of interest at which it will lend money to prime borrowers. "Relevant Data Subject"
means any person: (a) named in or who executes any Finance Document or any other forms submitted by a Borrower to the Bank; (b)
who is a director or officer of an Obligor; or (c) as specified by the Bank. "Restricted Party" means a person with
whom a national of the United States or Member State of the European Union would be prohibited or restricted by law from transacting.
"Sanctions" means the economic sanctions laws. regulations, embargoes or restrictive measures imposed by the governments
of the United States, the European Union or any of its Member States. "Security Interest" means a mortgage, charge,
pledge, lien, hypothecation, security assignment or other security interest securing any obligation of any person or any other
agreement or arrangement having a similar effect. "Subsidiary" means in relation to a person, any other person: (a)
which is Controlled, directly or indirectly, by the first named person; (b) more than half the issued share capital of which is
beneficially owned, directly or indirectly, by the first named person; or (c) which is a Subsidiary of another Subsidiary of the
first named person. "Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including
any related penalty, interest payable, fine, surcharge or the payment in or in respect thereof) present or future as required
by law. 1.2 Interpretation (a) Any reference in the Agreement to: (i) an "amendment" includes a supplement, variation,
novation, restatement or re-enactment and "amended" will be construed accordingly: (ii) a "disposal" means
a sale, transfer, grant, lease or other disposal, whether voluntary or involuntary and "dispose" will be construed accordingly;
(iii) an "authorisation" includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration
or notarisation; (iv) "indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment
or repayment of money: (v) a "law" includes (A) any agreement with any Authority; and (B) any law, regulation. rule.
official directive, request, guideline, sanction, embargo or restrictive measure (whether or not having the force of law) of any
Authority and any interpretation, application or enforcement of such law; (vi) any statute or any section of any statute will
be deemed to include reference to any statutory modification or re-enactment of it for the time being in force; (vii) a "Finance
Document" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as
amended, including any increase in the amount of a facility or for an additional facility; (viii) a currency is to the lawful
currency for the time being of the relevant country; (i) a "month" is to a period starting on one day in a calendar
month and ending on the numerically corresponding day in the next calendar month. If there is no numerically corresponding day
in the following month, that period will end on the last Banking Day in that calendar month: (ii) a "person" includes
any individual, company, Hindu undivided family, corporation, unincorporated association or body (including a partnership, limited
liability partnership, trust, joint venture or consortium), government. state. agency, organisation or other entity whether or
not having separate legal personality and its and any subsequent successors in title, heirs, permitted transferees and permitted
assigns, in each case in accordance with their respective interests; and (iii) "information" includes Personal Information.
(b) Words denoting the singular will include the plural and vice versa. (c) A reference to a party or a person will be construed
as including its and any subsequent successors in title, permitted transferees and permitted assigns, in each case in accordance
with their respective interests. (d) A Borrower providing "cash cover' for a Facility means that Borrower paying an amount
in the currency of that Facility to an interest-bearing account in the name of that Borrower and: (i) the account is with the
Bank; (ii) withdrawals from the account may only be made to pay the Bank amounts due and payable to it under that Facility until
no amount is or may be outstanding under that Facility; and (i) that Borrower has executed a Security Document, in form and substance
satisfactory to the Bank. creating a first ranking Security Interest over that account. (e) If there is any inconsistency between:
(i) the Facility Letter and the Master Credit Terms (Uncommitted), the former will prevail. (ii) the Facility Letter or the Master
Credit Terms (Uncommitted) and the Standard Terms, the General Trade Terms, the Trade Service Supplements, the Facility Letter
or the Master Credit Terms (Uncommitted) will prevail. 1.3 The Facilities (a) Limits: The Bank will offer each Facility to each
designated Borrower specified opposite that Facility in column (3) of the table set out in Clause 2.1(a) (Designated Facility
Limits and Designated Sub-limits) subject to the Designated Facility Limits. Designated Combined Facility Limits and Designated
Sub-limits (whichever is the lower). The Bank may: (1) at its sole discretion, allow each designated Borrower excesses above the
stated limits and such excesses shall be deemed given at the Borrower's request; or (ii) where an Obligor breaches any provision
of a Finance Document, convert any Facility amount outstanding or otherwise due, to an unauthorised overdraft. (a) Currency: If
a Facility is made available in more than one currency, the Designated Facility Limits, Designated Combined Facility Limits and
Designated Sub-limits will be calculated in the Local Currency for the relevant Facility and any utilisation and any proposed
utilisation in other currencies will be converted into the relevant Local Currency at the Spot Rate.
(c) Uncommitted: Regardless of any other provision of the Agreement,
each Facility is uncommitted and is made available to each designated Borrower at the Bank's sole discretion, and is subject to
periodic review at any time by the Bank. The Bank will have no obligation to make any utilisation under, or make available any
part of, any Facility. (d) On demand: Regardless of any other provision of the Agreement, each Facility is made available on an
on-demand basis. The Bank may at its sole discretion at any time on written notice to any Borrower: (i) cancel or call for cash
cover for all or any part of any Facility; or (ii) demand repayment/payment of any amount outstanding or otherwise due under or
in relation to any Facility (whether principal, interest or other sum), whereupon each Borrower must within two Banking Days pay
the relevant amount to the Bank; and I or (iii) enforce any and all Security Interest created under and pursuant to the Security
Documents. 2. CONDITIONS PRECEDENT 2.1 Initial Conditions Precedent Each Borrower must provide all of the Conditions Precedents
in form and substance satisfactory to the Bank before any utilisation of a Facility is permitted. 2.2 Further conditions precedent
The Bank's obligations in respect of each utilisation are subject to the further conditions precedent that on both the date of
each utilisation notice and the relevant utilisation date: (a) the representations and warranties made or given under the Finance
Documents are true and accurate in all material respects; (b) in the case of a rollover (if any), no Event of Default is continuing
or would result from the proposed utilisation and, in the case of any other utilisation. no Default is continuing or would result
from the proposed utilisation; and (C) the Bank has received all of the documents and other evidence listed in, and appearing
to comply with, the list of Utilisation-Specific Conditions Precedent. 3. FOREIGN CURRENCY 3.1 The Bank may at any time recalculate
the Local Currency Amount of any utilisation denominated in a Foreign Currency using the Bank's Spot Rate on the Banking Day prior
to the date of recalculation. 3.2 If at any time the total Local Currency Amount of all utilisations due by a Borrower exceeds
that Borrower's Designated Sub-Limit. that Borrower must repay an amount of principal (in relation to any utilisation(s) which
the Bank may identify) equal to such excess (together with all accrued but unpaid interest on that amount and any Break Costs)
within two Banking Days after receiving a demand from the Bank. 4. PREPAYMENT If prepayment is permitted in the Facility Letter
or otherwise with prior written permission of the Bank. all prepayments will be subject to the conditions stipulated by the Bank
including payment of prepayment charges / (based and calculated on interest differential and / or as agreed by the Bank) / Break
Costs and will be applied in or towards repayment and satisfaction of the obligations of the Borrower under the relevant Facility
in inverse chronological order. 5. DEFAULT INTEREST 5.1 If: (a) a Borrower fails to pay any amount payable by it under a Finance
Document on its due date or any Default occurs or is outstanding or continuing; or (b) draws in excess of the limited sanctions
by the Bank (even if such overdrawing has been permitted by the Bank at its sole discretion in such circumstances as may be deemed
exceptional by the Bank), then the relevant Borrower shall be liable and agrees to pay to the Bank default interest at the Default
Rate ("Default Interest") over and above the rate of Interest applicable for a Facility. A notice to the Borrower for
the levy of the Default Interest by the Bank and service of any such notice is waived. Default Interest will accrue daily on the
entire overdue amount from the due date up to the date of actual payment (both before and after judgment) and will be immediately
payable on demand to the Bank. This is without prejudice to the Bank's other rights and remedies available under the Finance Documents
and in law. 5.2 Default Interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount on any basis
that the Bank may select. 5.3 If a Borrower defaults, the Bank and the RBI may disclose or publish the name of the Borrower, its
partners and / or directors in a manner and via such medium as the Bank or the RBI may determine. 6. TAXES 6.1 All Taxes (including
service tax) in respect of or pursuant to any transaction under the Finance Documents will be to the account of and be borne and
paid by the Borrower at all times and the Bank will not be in any way liable to bear or pay any Tax (including service tax). Further,
each Borrower must make all payments to be made by it under the Finance Documents without any set-off or counterclaim and free
from any deduction or withholding for or on account of any Tax. 6.2 If a Borrower makes any such deduction or withholding for
or on account of any Tax. that Borrower must: (a) pay to the Bank any additional amount as may be necessary to ensure that the
Bank receives the full amount of the relevant payment as if that deduction or withholding had not been made; and (b) supply promptly
to the Bank evidence satisfactory to the Bank that it has accounted to the relevant Authority for the withholding or deduction.
7. INCREASED COSTS Each Borrower must on demand by the Bank, pay the amount of any Increased Costs incurred by the Bank or any
of its Affiliates as a result of: (a) the introduction of or any change in (or in the interpretation, administration or application
of) any law; Or (a) compliance with any law made after the date of the Agreement.
8. PAYMENTS 8.1 Banking Days If any date for payment of any
sum due under the Finance Documents is not a Banking Day then that payment must be made on the next Banking Day in the same calendar
month or the preceding Banking Day if there is not. 8.2 Place, currency and funds (a) On each date on which a Borrower is required
to make a payment under a Finance Document that Borrower must pay the Bank for value on the due date at the time, in the currency
in which the Facility is denominated along with the cost, expense etc is incurred or as otherwise as specified by the Bank and
in such funds as are specified by the Bank. (b) Payment must be made to the account the Bank specifies. 8.3 Partial payments If
the Bank receives insufficient payment to discharge all the amounts then due and payable under the Finance Documents, the Bank
may apply that payment towards the obligations under the Finance Documents in any manner the Bank decides, irrespective of any
appropriation made by any Borrower. 8.4 Timing of payments If a Finance Document does not provide for when a particular payment
is due, that payment is due within three Banking Days of demand by the Bank. 9. REPRESENTATIONS AND WARRANTIES Each Borrower makes
the following representations and warranties to the Bank from and after the date of the Agreement which are deemed to be repeated
at all times (having regard to the circumstances existing at the time of repetition) so long as any sums are actually or contingently
owing under the Agreement. 9.1 Status (a) It is and each of the other Obligors is legally and properly organised and in existence
under the law of its jurisdiction of incorporation. (b) It, each other Obligor and each of its Subsidiaries have the power to
own its assets and carry on its business as it is being conducted. 9.2 Binding obligations The obligations expressed to be assumed
by it and each other Obligor in each Finance Document are legal, valid, binding and enforceable obligations and the person(s)
executing such documents on behalf of it and each other Obligor have been duly authorised to do so. 9.3 Non-conflict The entry
into and performance of the Finance Documents by it and each other Obligor and the transactions contemplated by the Finance Documents
do not and will not conflict with or violate: (a) any law or any official or judicial order, decree or judgment applicable to
it or any other Obligor; or (b) its or any of its Subsidiaries' or any other Obligor's constitutional documents; or (c) any agreement
or instrument binding upon it or any other Obligor or any of its Subsidiaries or any of its or any other Obligor's or any of its
Subsidiaries' assets. 9.4 Powers and authority It and each other Obligor has the full power to enter into and perform, and has
taken / obtained all necessary action, authorisations, consents, approvals and licenses, and which are in full force and effect,
without any default on the part of any Obligor, to (i) own its property and assets. carry on its business; (ii) enter into, perform
and delivery the Finance Documents and the transactions contemplated by the Finance Documents; and (iii) ensure the validity and
enforceability of the Finance Documents and the transactions contemplated by the Finance Documents. 9.5 Validity All authorisations
required or desirable to enable it and each other Obligor to lawfully enter into, exercise its rights and comply with its obligations
in the Finance Documents to which it is a party have been obtained or effected and are in full force and effect. 9.6 No stamp
taxes Other than the stamp duty and any applicable registration fee or charges already paid on / in relation to the Finance Documents.
no duty or Tax or charge is payable on / in respect of any Finance Document. 9.7 Security Interests Any Security Interest created
under the Finance Documents is, subject to completion of all registrations required by law, a legal, valid, binding and enforceable
charge over the assets to which such Security Interest relates, as per ranking in the Facility Letter. 9.8 Immunity (a) The entry
into each Finance Document (to which it is a party), and the exercise by it of its rights and performance of its obligations under
each such Finance Document will constitute, private and commercial acts performed for private and commercial purposes; and (b)
It will not be entitled to claim immunity from suit, execution. attachment or other legal process in any proceedings taken in
ifs jurisdiction of incorporation in relation to any Finance Document. 9.9 Environmental claims It has complied with all environmental
law which it is subject to and is not aware of any basis for any environmental claim against it which may have an Adverse Effect.
9.10 No Adverse Effect There is no action, suit, proceeding or investigation pending and/or continuing or to the knowledge of
the Borrower threatened by or against any Obligor or the property of any Obligor before any court of law or Authority which may
have an Adverse Effect 9.11 Correct Information All factual and other information provided to the Bank by an Obligor was true
and accurate as at a date no earlier than the date on which it was provided. 9.12 No Default No Default has occurred or is continuing
or outstanding. 9.13 Receivables Any receivables purchased or debt financed by the Bank will not be the subject of any counter
claim, set off, netting arrangement, any credit, discount or allowance or deduction on the part of the relevant buyer of the goods/services
and no Obligor shall avail of any other facility or financing arrangement from any person in respect of any receivables
purchased or debt financed by the Bank, whether directly or
indirectly, which may result in double financing. 9.14 Additional representations Such additional representations as may be specified
in the Facility Letter. 10. GENERAL UNDERTAKINGS 10.1 Authorisations and compliance with laws Each Borrower must obtain, maintain
and comply with any / each authorisation, consents, approvals and licences required by any law to enable it to (i) own its property
an assets, carry on its business; (ii) enter into, perform and deliver the Finance Documents and the transactions contemplated
by the Finance Documents; and (iii) ensure the validity and enforceability of the Finance Documents and the transactions contemplated
by the Finance Documents. 10.2 Pari passu ranking Each Borrower undertakes that its obligations and liabilities under each Finance
Document will at all times rank (except in respect of statutory preferential debts) at least part passu with all its present and
future unsecured indebtedness. 10.3 Negative pledge (a) No Borrower will (and must ensure that no other Group member will) create
or permit to subsist any Security Interest over any of its assets other than under the Security Documents. (b) No Borrower will
(and must ensure that no other Group member will): (i) sell, transfer or otherwise dispose of any of its assets on terms by which
they are or may be leased to or re-acquired by it or any Group member: (ii) sell, transfer or otherwise dispose of any of its
receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may
be applied, set-off or made subject to a combination of accounts: or (iv) enter into any preferential arrangement having a similar
effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness
or of financing the acquisition of an asset. ('Quasi-Security" means any transaction described in paragraph (b) above) (c)
Paragraphs (a) and (b) above do not apply to: (i) any netting or set-off arrangement entered into by any Group member in the ordinary
course of its banking arrangements for the purpose of netting debit and credit balances; (ii) any lien arising by operation of
law and in the ordinary course of trading or retention of title arrangement in the ordinary course of trading on standard terms
and conditions of any supplier; (iii) any Security Interest or Quasi-Security over goods and/or documents of title to goods arising
in the ordinary course of letter of credit transactions in the ordinary course of trade; (iv) any Security Interest or Quasi-Security
created by any Finance Document; (v) any Approved Security except to the extent that the principal amount secured by any Approved
Security exceeds the relevant maximum principal amount specified against that Approved Security in the Facility Letter; and (i)
any Security Interest or Quasi-Security created with the prior written consent of the Bank provided that the principal amount
is not increased at any time. 10.4 Disposals, acquisitions and mergers No Borrower will (and must ensure that no other Group member
will): (a) dispose of all or any part of their assets or make any acquisition or investment except where made in the ordinary
course of trading or, in relation to a disposal of assets only, of assets in exchange for other assets comparable or superior
as to type and value: (b) enter into any scheme of expansion, merger. amalgamation, compromise or reconstruction, except with
prior written consent of the Bank; (c) permit any change in its ownership or control or constitution or shareholding or the management
or majority of directors or partners, except with prior written consent of the Bank; (d) make any change to the general nature
of its business from that carried on at the date hereof, except with prior written consent of the Bank; and (e) make any change
to / in its constitutional documents, except with prior written consent of the Bank. 10.5 Change of business Each Borrower must
procure that no substantial change is made which will have an effect on the general nature of its business or that of its Group
from that carried on at the date of the Agreement. 10.6 Financial statements and other information (a) Each Borrower must ensure
that the Bank receives: (i) the Financial Statements as soon as they become available or within the time period as prescribed
by the Bank / RBI; (ii) accurate and up to date information necessary to enable the Bank to comply with applicable law, "know
your customer' or similar identification procedures as the Bank may request from time to time; (iii) details of any litigation.
arbitration or other (iv) proceedings pending or threatened; (v) purpose of utilisation; (vi) cash flow projections of the Borrower
for the next year, the monthly stock and book debts statements and the quarterly information data along with the aging schedule
of the Borrower's overdue payables, in the Borrower's periodical returns as prescribed by the Reserve Bank of India, within the
time period as prescribed by the Bank / RBI; and (vii) any further information, financial or otherwise the Bank may reasonably
request from time to time in writing regarding the Borrower / Group including, without limitation, any information requested in
relation to the Purpose of the Facility. Further, the Borrower agrees to create any security and repay the principal and applicable
interest within the stipulated timelines. Non or late submission or payment of any of the aforesaid, will attract penal charges
at the rates and the discretion of the Bank. (b) Each Borrower must ensure that the consent of Relevant Data Subjects to the Bank's
collection. holding. storing, use, processing. transfer. disclosure, and reporting (directly or indirectly) to any Authority of
their Personal Information is obtained.
10.7 Notification of Default Each Borrower must notify the Bank
of any Default (and any steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence. 10.8 Right of
First Refusal As long as any sum remains owing under any Facility, if a Borrower wishes to engage any person to provide (i) currency,
commodity price or interest rate hedging, transaction banking products and services including cash management services, trade
services, trade finance, custodial services. fund administration and escrow services, (ii) any refinancing or replacement of the
Facilities or (iii) any other similar transactions in the financial markets (collectively the "Services"), the relevant
Borrower shall enter into good faith negotiations and shall give the Bank or its Affiliate the right of first refusal to provide
such Services, such right to be subject to terms and conditions to be agreed. Provided that the foregoing shall not be deemed
as a waiver by a Borrower of its rights or restriction on the Borrower to access the market or any other bank, financial institution
or service provider in respect of the Services. 10.9 Sanctions (a) No Obligor, nor any of their Affiliates or persons associated
directly or indirectly with the Obligor: (i) is a Restricted Party; or (ii) has received notice of or is aware of any action or
investigation against it with respect to any Sanctions. (b) The proceeds of any utilisation, monies or services or other transaction
contemplated by or provided under this Agreement shall not be used: (i) either directly or indirectly for the benefit of any Restricted
Party; or (ii) in any manner that would result in any Obligor or the Bank or any Affiliate or agent thereof being in breach of
any Sanctions (if and to the extent applicable to them) or becoming a Restricted Party. 10.10 Additional documents The Borrower
agrees and undertakes to sign. without any demur or protest. such documents and writings and at such periodic intervals, as may
be required by the Bank, acknowledging the outstandings under each or any of the Facilities, for the purpose of section 18 of
the Limitation Act, 1963. 10.11 Additional undertakings Each Borrower must comply with any additional undertakings that may be
specified in the Facility Letter. 11. EVENTS OF DEFAULT 11.1 Events of Default The following are Events of Default of the Master
Credit Terms (Uncommitted). (a) Any representation, warranty, information or declaration provided by any Obligor in terms of /
under any Finance Document and/or in relation to the Facilities is or becomes false, misleading or otherwise incorrect. (b) Any
Obligor fails to observe or comply with any of the terms conditions of the Facilities / any Finance Document. (c) Any Obligor
fails to make payment of any amount due under / in relation to the Facilities as and when it becomes due. (d) Any Obligor commits
any act of bankruptcy, insolvency, suspends payment to any of its creditors, or if any petition of bankruptcy or winding up is
filed by or against any Obligor. (a) A receiver is appointed over the whole or any part of the property of any Obligor. (b) Any
Obligor ceases or threatens to cease carrying on its business, (c) Any order of attachment, distress, execution or other similar
process is enforced against any Obligor and / or upon any security provided to the Bank in relation to the Facilities. (d) The
securities (if any) created under the Finance Documents ceases to enure to the benefit of the Bank. (e) If it is certified by
a firm of accountants appointed by the Bank (which the Bank is entitled and hereby authorised to so appoint at any time) that
the liabilities of any Obligor exceed its assets or that any Obligor is carrying on a business at a loss or if the net worth of
any Obligor is reduced from the level as intimated to the Bank in the latest net worth statement submitted to the Bank. (f) If
there is any deterioration or impairment of any securities or any part thereof or any decline or depreciation in the value thereof
(whether actual or reasonably anticipated), which causes the securities or any part thereof, in the judgment of the Bank to become
unsatisfactory as to character or value. (g) All or any part of a Facility is not utilised for the purpose for which it is sanctioned
/ granted. (I) If any litigation, arbitration. investigative, regulatory or administrative proceeding / action is current, pending
or threatened against any Obligor or any other event occurs, which the Bank determines in its absolute discretion has (or might,
if adversely determined, have) an Adverse Effect. (m) If an application is moved before Board for Industrial and Financial Reconstruction
(BIFR) for declaring any Obligor as "Sick Company" under the provisions of Sick Industrial Companies Special (Provisions)
Act, 1985 or any other analogous law (Including the Companies Act, 2013). (n) If there is any default, event of default or a potential
event of default (however described) or other similar condition or event which with the lapse of time or giving of notice may
become an event of default under one or more agreements or instruments (i) relating to any debt: (ii) entered between (a) the
Bank and any Obligor. or (b) the Bank and any of the Obligor's Affiliates/associated company(ies); or (c) any Obligor and any
of its lenders; or (d) Any Obligor's Affiliates / associated company(ies) with any of their lenders. If it becomes unlawful in
any applicable jurisdiction for the Bank to perform any of its obligations as contemplated by any Finance Document or to fund
or maintain or continue any Facility. If a cross default as below occurs: (i) any debt of any Obligor is not paid when due nor
within any originally applicable grace period: (ii) any commitment for any debt of Obligor is (iii) cancelled or suspended by
a creditor as a result of an event of default (however described): (iv) any creditor of any Obligor becomes entitled to declare
any debt due and payable prior to its specified maturity as a result of an event of default (however described): or (v) any encumbrance
over any assets of any Obligor to secure any other debt becomes enforceable; (q) If any event occurs or circumstances arise which
in the opinion of the Bank would have an Adverse Effect.
11.2 Consequences of Default Without prejudice to or affecting
or diluting the rights of the Bank under Clause 1.3 (d) or under any Finance Document, if an Default occurs or is outstanding,
the Bank may at any time with immediate effect by a notice in writing to the Borrower: (a) cancel the Facilities, whereupon no
further utilisation may be made of the Facility; and/or (b) declare all monies / amounts due, owing or outstanding (whether or
not then otherwise due) under the Facilities as being immediately due and payable or otherwise payable on demand: and /or (c)
enforce the security / Security Interest created under the Finance Documents. 12. EVIDENCE AND CALCULATIONS 13. 12.1 Accounts
Accounts maintained by the Bank in connection with the Agreement are prima facie evidence of the matters to which they relate
for the purpose of any litigation or arbitration proceedings. 12.2 Certificates and determinations Any certification or determination
by the Bank of a rate or amount under the Finance Documents will be, in the absence of manifest error, conclusive evidence of
the matters to which it relates. 12.3 Calculations Any interest or fee accruing under the Agreement accrues daily and is calculated
on the basis of the actual number of days elapsed and a year of 360 or 365 days or otherwise, depending on what the Bank determines
is market practice. 12. INDEMNITIES 13. 13.1 Currency indemnity (a) Each Borrower agrees to indemnify the Bank against any loss
incurred by the Bank as a result of any judgment, award or order being given or made for the payment of any amount due under any
Finance Document and that judgment, award or order being expressed in a currency other than that in which the payment was due.
(b) Each Borrower, as an independent obligation shall upon demand by the Bank indemnify the Bank against any cost, loss, outstandings
or liability arising out of any discrepancy / difference between (i) the foreign currency exchange rate applicable at the date
of utilisation, and (ii) foreign currency exchange rate applicable at the date of repayment or prepayment, as the case may be,
and all such amounts payable shall be deemed to be part of the outstandings due from the Borrower to the Bank for and on account
of a Facility under the terms of the Finance Documents. (c) Each Borrower waives any right it may have to pay any amount under
a Facility in a currency or currency unit other than that in which such amount is drawn down and/ or notified by the Bank. as
the case may be. 13.2 General indemnity Each Borrower must immediately on demand pay to and indemnify the Bank against any cost,
loss. Tax (excluding any Tax on the net income of the Bank in jurisdictions in which it is resident) or liability incurred by
the Bank consequent upon / as a result of: (a) The Bank entering into and undertaking the transactions contemplated by the Finance
Documents: (b) the occurrence of an Event of Default; or (c) any enquiry, investigation, subpoena (or similar order) or litigation
with respect to any Obligor in relation to any Finance Document or transaction contemplate thereunder. (d) any delay, loss in
transit, errors in translation, the coding or decoding of the communication or omissions, variations, mutilations or other errors
in the transmission of the form of communication and Instructions. 13.3 Process for Instructions (a) The Bank is entitled to rely
and act upon any Borrower's instructions, whether by way of email, fax or scan ("Instructions"), and assume that an
authorised signatory of the Borrower has issued the Instructions. (b) Each Borrower shall: (i) deliver to the Bank no later than
the next Banking Day following the dispatch of any instruction. the originals, in hard copy of such instruction bearing the legend
"Confirmation of Scan" in bold letters. Failure of the Borrower to deliver such original hard copies shall not prejudice
this indemnity; or (ii) hold the original hard copies of such Instructions bearing the legend "Confirmation of Scan"
in bold letters, in trust for the Bank and shall promptly furnish the same when requested by the Bank. 13.4 Break Costs Each Borrower
must, on demand by the Bank, pay to the Bank any Break Costs it incurs at any time in relation to any utilisation. 14. OVER DRAWING,
LARGE CASH WITHDRAWALS AND SUSPENSION OF LIMITS 14.1 The Bank may disallow large cash withdrawals that are exceeding the Large
Cash Withdrawal Threshold Amount specified in the Facility Letter (which limit is subject to change from time to time, at the
discretion of the Bank, and will be communicated to the Borrower). The Bank is not under any obligation to meet further requirement
of the Borrower on account of growth in business, etc., without proper revision and sanction in credit limits. However, if the
Bank agrees to the request of the Borrower in this regard, the Borrower shall submit / execute necessary confirmation or other
documents as the Bank may require and shall be liable to repay the amounts disbursed along with interest, cost. charges etc. as
applicable to the existing main limit or at any other rate of interest which may be communicated to the Borrower while acceding
to the Borrowers request. 14.2 The Bank may suspend the Facility and / or disallow drawings on a borrowal account on its classification
as a non performing asset or on account of non compliance with the terms of the sanction and for which no separate communication
will be made by the Bank. 14. COSTS, EXPENSES AND DEBIT RIGHTS 15.1 Each Borrower must on demand pay the Bank all costs and expenses
(including legal fees and any Tax) the Bank incurs in connection with: (a) the preparation, negotiation, execution or perfection
of; (b) any amendment to, or waiver of or consent under (or any evaluation of a request for the same); or (c) enforcement of,
or the preservation of any rights under, any Finance Document.
15.2 Notwithstanding anything contained in any Finance Document
and without prejudice to any of the other rights of the Bank, the Bank reserves the right to and the Borrower hereby consents
to, and hereby authorises the Bank to debit the Borrower's accounts with the Bank, at any time and for: (a) the principal, interest
and all outstandings / dues under the Facility / Finance Document. charges, fees, indemnity / reimbursement obligation and all
monies owed to the Bank; and / or (b) any and all sums, obligations and liabilities (including insurance premiums. commission,
service charges. interest, monies arising from the Facilities, default interest, exchange expenses, banker's charges, fees. disbursements,
costs and other expenses) owed or otherwise payable by the Borrower to the Bank. The Bank may make the necessary currency conversions
at its usual rate of exchange; and / or (c) any eventuality (whether or not in relation to the Facility hereunder), any monies
that the Bank may have paid out or remitted to any person on behalf of or for the Borrower. Such debiting shall not be deemed
to be a payment of the amount due (except to the extent of any amount in credit in the Borrower's current account) or a waiver
of any event of default relating to the Facility. If such debiting causes the Borrower's account to be overdrawn, interest shall
be payable accordingly. 16. AMENDMENTS AND WAIVERS 16.1 Procedure Any provision of the Agreement may be varied or amended by the
Bank at its sole and absolute discretion by notice to the relevant Borrower, and any such variation or amendment will be binding
on all Parties. 16.2 Waivers and remedies cumulative The Bank's failure to exercise or delay in exercising any right, power, privilege
or remedy under the Finance Documents will not operate as a waiver or acquiescence, nor will any single or partial exercise of
any right, power, privilege or remedy prevent any further or other exercise or the exercise of any other right, power, privilege
or remedy. The rights, powers, privilege and remedies provided to the Bank in any Finance Document are cumulative and not exclusive
of any rights or remedies provided by law or in equity, by statute or otherwise. 16.3 Deletions, new terms and changes Any additional
provision specified in Clause 9 (Additional Conditions) of the Facility Letter will be incorporated in the Agreement and any provision
specified in Clause 9 (Additional Conditions) of the Facility Letter as a provision which should be amended or deleted in the
Master Credit Terms (Uncommitted) will be amended or deleted accordingly. 17. CHANGES TO THE PARTIES 17.1 Assignments and transfers
by any Borrower No Borrower or any other Obligor is entitled to assign, transfer or novate any of its rights and obligations under
the Finance Documents without the Bank's prior written consent. 17.2 Assignments and transfers by the Bank (a) The Bank may at
any time assign or transfer any of its rights and obligations (in full or in part) under any Finance Document to any other person
or change its lending office without the prior consent of or any notice to the Obligors. (b) The Borrower agrees that the Bank
(or any nominee of the Bank) may retain any Security Interest created (or any part thereof) in trust and for the benefit of such
assignee (and upon part assignment. in trust and for the benefit of both the Bank and such assignee on a pari passu basis), without
the consent of or notice to the Borrower. Upon any such transfer or assignment as contemplated herein. the assignee and the Bank,
as the case may be, will be entitled to take any action, including recovery and enforcement of the Bank's rights, in its own name.
The Borrower shall continuo to be bound by the terms of the Finance Documents notwithstanding such transfer or assignment (c)
Participation: The Borrower gives its unconditional consent that the Bank shall be entitled to shift, at its discretion, without
notice to the Borrower, from time to time a part or portion of the outstandings in the limit/s of the Facility ("the Participation")
to one or more scheduled commercial banks ("Participating Banks") and such Participation's shall be governed by the
terms of the UNIFORM CODE GOVERNING INTER BANK PARTICIPATIONS. 1988 and all amendments thereto. from time to time. Such Participation
shall not affect the rights and obligations, inter-se, the Borrower and the Bank in respect of the Facility, in any manner whatsoever.
Such Participation shall be available to the Bank, for and in respect of all additional/ further limits under the Facility. without
any confirmation/ consent of or any reference to the Borrower in that behalf. The Borrower shall not have and shall not claim
any privity of contract with any such Participating Banks under the Participation and the Bank shall and shall continue to represent
the Participating Banks in all respects and for all matters arising out of/relating to the Participation. (d) Inter-branch Transfer:
The Borrower hereby agrees that the Bank shall be at liberty to transfer the Facility / account of the Borrower from one branch
to another branch of the Bank as per the administrative convenience of the Bank. The Borrower hereby agrees and confirms that
such transfer of the Facility / account shall not be considered as closed and all the Finance Documents will continue unaffected
until all the amounts remaining unpaid under the Facility / account so transferred to the other branch are repaid in full. 18.
DISCLOSURE OF INFORMATION The Bank will keep information provided by, or relating to, any Borrower confidential except that the
Bank may disclose such information: (a) to any of the Bank's Affiliates; (b) to any of the Bank's or the Bank's Affiliates' service
providers, insurers or insurance brokers or professional advisers, who are under a duty of confidentiality to the discloser to
keep such information confidential; (c) to any actual or potential participant, sub-participant or transferee of the Bank's rights
or obligations under any transaction between the parties (or any of its agents or professional advisers) and any other person
in connection with a transaction or potential transaction between the parties; (d) to any rating agency, or direct or indirect
provider of credit protection; (e) as required by law or any Authority; and (I) to the Credit Information Bureau (India) Ltd.
and any other agency authorised in this behalf by the Reserve Bank of India or any other regulatory authority, which may use.
process, disclose and furnish the said
information disclosure by the Bank in any manner as deemed fit
by them. 19. SET-OFF The Bank may set off any obligation due from a Borrower or the Borrowers Affiliates under the Finance Documents
against any obligation owed by the Bank or the Bank's Affiliates to that Borrower or the Borrower's Affiliates. regardless of
the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Bank
may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. For
the purposes of this Clause. "obligation" includes any obligation whether matured or unmatured, actual or contingent,
present or future. If the amount of any such obligation is unascertained, the Bank may estimate the amount for the purposes of
the set-off. 20. LIENS In addition to all liens upon, and rights of set off against the monies, securities or other property of
each Borrower given to the Bank by law, the Bank shall have a lien upon and a right of set off against, all monies, securities
and other property of each Borrower now or hereafter in the possession of or on deposit with the Bank. whether held in a general
or special account or deposit, or for safe keeping or otherwise; and every such lien and right of set off may be exercised without
demand upon or notice to the relevant Borrower. No lien or right of set off shall be deemed to have been waived by any act or
conduct on the part of the Bank, or by any neglect to exercise such right of set off or to enforce such lien, or by any delay
in so doing and every rights of set off and lien shall continue in full force and effect until such rights of set off or lien
is specifically waived or released by an instrument in writing executed by Bank. 21. REGULATORY DECLARATIONS 21.1 For the purposes
of this clause: "Directors of the Bank" means and includes the Chief Executive Officer (CEO) and the top most officers
of Business and Credit (presently the business head and credit head). "directors of other banks" includes (apart from
directors of commercial banks) directors of Scheduled Co-operative Banks, the directors of their Subsidiaries / trustees of mutual
funds / venture capital funds. "relative" means a person's spouse, father. mother (including step-mother), son (including
step-son), son's wife, daughter (including step-daughter), daughter's husband, brother (including step-brother), brother's wife.
sister (including stepsister), sister's husband, brother (including step-brother) of the spouse and sister (including step-sister)
of the spouse. "Specified Senior Officer" means and includes the top most senior officer (presently the business head
and credit head) and his / her immediate next lower level officer in credit and business functions of the Bank. "Substantial
Interest" shall have the same meaning assigned to it in Section 5(ne) of the Banking Regulation Act, 1949. 21.2 By signing
this Agreement the Borrower hereby declares as follows: (a) at the date hereof none of the "Directors of a Bank" or
their relatives, is interested in the Borrowers as a partner or in their subsidiary or holding company as director.managing agent,
manager, employee or guarantor or holder of substantial interest, as the case may be; (b) at the date hereof none of the directors
or relative of a director of other banks, is a relative of the Borrowers or is interested in the Borrowers as partner, director
or guarantor or holder of substantial interest, as the case may be; and (c) at the date hereof, the Borrower and none of its directors
or partners is a relative of any "Specified Senior Officer of the Bank" or "Specified Senior Officers" or
his/her relatives, is interested in the company as partner, director or guarantor or holder of substantial interest, as the case
may be. (d) no Borrower nor any of its current or future directors / promoters / guarantors / associate concerns / partners /
coparceners (as the case may be) is or shall be: (i) on the Export Credit Guarantee Corporation's (ECGC's) specified approval
list; or (ii) convicted under the provisions of Conservation of Foreign Exchange and Prevention of Smuggling Activities Act, 1974:
or (iii) on Reserve Bank of India's defaulters / caution list; Or (i) on the Bank's defaulter list. In the event that the below
negative confirmations/ declarations are not true, then each Borrower shall provide a written declaration with details of such
relationship to the Bank. If the details of such declaration change during the term of the Facility then, the relevant Borrowers
shall promptly provide a written declaration to the Bank of any such changes for the Bank to consider the same. 21.3 Each Borrower
shall promptly give written notice to the Bank of all litigations affecting any Obligor including. its directors, partners, etc
as the case may be which have been initiated by any other financial institution and / or bank CFI Litigations"), and to procure
the delivery of such notice to the Bank from the Borrower. Further, each Borrower shall provide complete details of all such Fl
Litigations which are current, proposed. pending, continuing or threatened against any Obligor its directors, partners, etc in
accordance with the regulations issued by Reserve Bank of India, from time to time. 21.4 Each Borrower has duly paid and shall
continue to pay, on timely basis. all statutory dues, including without limitation, statutory dues under The Employees' Provident
Funds and Miscellaneous Provisions Act, 1952. Each Borrower shall provide, on annual basis or as required by the Bank, a certificate
from its auditors certifying that all statutory dues, including without limitation, statutory dues under The Employees' Provident
Funds and Miscellaneous Provisions Act, 1952 have been duly paid by each Borrower. 21.5 Each Borrower must not use all or any
part of the Facility for investment(s) into capital market oriented mutual fund schemes including, without limitation. equity
/ real estate mutual funds. 22. NOTICE 22.1 In writing Any communication made in connection with the Finance Documents, including
any demand made under the Agreement, must be in English and in writing and may be made by email, fax or letter. 22.2 Contact details
Contact details are as otherwise notified to the other Party by not less than five Banking Days' notice.
22.3 Effectiveness (a) Any communication or document made or
delivered to an Obligor in connection with the Finance Documents will only be effective: (i) if by way of fax, at the time shown
on the transmission report as being successfully sent; (ii) if delivered personally, at the time of delivery; (iii) if sent by
post, six (6) Banking Days after posting; and (iv) if sent by email, at the time sent by the Bank. (b) Any communication or document
given to the Bank will 'be effective only when actually received by the Bank. (c) Any communication or document given under paragraph
(a) above but received on a non Banking Day or after business hours in the place of receipt, will only be deemed to be given on
the next Banking Day in that place. 23. PARTIAL INVALIDITY If any provision of the Finance Documents is or becomes illegal, invalid
or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining
provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any
way be affected or impaired. 23. ENTIRE AGREEMENT The Finance Documents constitute the entire agreement between the Parties about
its subject matter and replace all previous agreements between the Parties on that subject matter. None of the Borrowers have
relied on any oral or written representation or warranty made, or purportedly made, by or on the Bank's behalf except as set out
in the Finance Documents. 23. COUNTERPARTS Each Finance Document may be executed in any number of counterparts, and this has the
same effect as if the signatures on the counterparts were on a single copy of that Finance Document. 23. GOVERNING LAW AND JURISDICTION
The Agreement and all non•contractual obligations arising in any way out of or in connection with the Agreement are governed
by Indian law and each Borrower irrevocably submits to the non-exclusive jurisdiction of the courts of the Jurisdiction (as defined
in the Facility Letter). This shall not however limit the rights of the Bank to take proceedings in any court of competent jurisdiction.
APPENDIX 1 TRADE FINANCE FACILITY Trade Finance Group All •Negotiation
of export credit documents with discrepancies on a with recourse basis Trade Finance Group 1 •Purchase of documents against
payment bills with title documents on parties acceptable to the Bank on a with recourse basis •Purchase of documents against
acceptance bills with ECA/approved insurance cover on a with recourse basis •Issuance of back-to-back letters of credit •Issuance
of import letters of credit - sight and usance - with title documents •Loan against import Trade Finance Group 2 •Purchase
of documents against acceptance bills without ECA/approved insurance cover on a with recourse basis •Purchase of documents
against payment bills without title documents on parties acceptable to the Bank on a with recourse basis •Issuance of quasi
back-to-back letters of credit - without title documents (i.e. Import letter of credit supported by export letter of credit acceptable
to the Bank) •Issuance of import letters of credit - sight and usance - without title documents •Shipping guarantees
Trade Finance Group 3 •Pre-shipment loan - i.e. packing credit •Purchase of clean (non-documentary) bills of exchange
on a with recourse basis •Purchase of clean (non-documentary) promisso with recourse basis •Acceptance of drafts under
import letters of cre •Release of documents against acceptance supp receipts •Loans against trust receipts •Import
loans •Import invoice financing ] unless specified in •Export invoice discounting ] the Facility Letter. •Red clause
letters of credit ] For MAJESCO SOFTWARE AND SOLLITONS INDIA PVT. LTD. Director I Authorised Signatory
Exhibit 10.3
UNATTESTED MEMORANDUM OF HYPOTHECATION This Unattested Memorandum
of Hypothecation (this "Memorandum") made at the place and on the date as mentioned in Schedule 2 (Miscellaneous) hereto:
By The Borrower as mentioned in Schedule 2 (Miscellaneous) hereto (hereinafter referred to as the "Borrower"); in favour
of STANDARD CHARTERED BANK, incorporated in England with limited liability by Royal Charter 1853, reference number ZC18 having
its principal office in England at 1 Basinghall Avenue, London, EC2V 5DD and having its branch office inter-alia in India at the
place as mentioned in Schedule 2 (Miscellaneous) hereto (hereinafter referred to as the "Bank', which expression shall unless
it be repugnant to the context or meaning thereof, mean and include its successors, novatees, transferees and assigns). (Standard
Chartered Bank is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential
Regulation Authority). The Borrower and the Bank are hereinafter collectively referred to as the "Parties" and individually
as a "Party". WHEREAS A. At the request of the Borrower, the Bank has sanctioned/ granted certain credit facilities
to the Borrower up to a maximum principal amount as mentioned in Schedule 2 (Miscellaneous) hereto(the "Facility"),
on the terms and conditions set out in the Facility Agreement (as hereinafter defined). B. One of the conditions of the Bank agreeing
to sanction/agreeing to grant', the Facility to the Borrower is that the Borrower shall secure the Secured Obligations (as defined
below) by creating a security over the Secured Assets (as defined below) in favour of the Bank in the manner set out in this Memorandum.
C. In view of the above, the Borrower has agreed to execute this Memorandum in favour of the Bank in the manner hereinafter appearing.
NOW THIS MEMORANDUM WITNESSESTH AS UNDER: 1. DEFINITIONS AND INTERPRETATION 1.1 DEFINITIONS In this Memorandum: "Facility
Agreement" means the Facility Letter and the Master Credit Terms as mentioned/defined in Schedule 2 (Miscellaneous) hereto
between the Borrower and the Bank. 1.2 INTERPRETATION (a) Terms defined in the Facility Agreement have the same meaning in this
Memorandum unless expressly defined in this Memorandum.
(b) The provisions of Clause 1.2 (Interpretation) of the Master
Credit Terms apply to this Memorandum as though they were set out in full in this Memorandum except that references to the Agreement
are to be construed as references to this Memorandum. (c) A reference to the Finance Documents or any other document includes
(without prejudice to any prohibition on amendments) ail amendments however fundamental to the Finance Documents or such other
document, including any amendment providing for any increase in the amount of a facility, further advances or any additional facility.
(d) In case there is more than one Borrower, reference to Borrower (wherever applicable) shall include reference to all the Borrowers.
2. COVENANT TO PAY In consideration of the Finance Documents and the Bank having sanctioned/agreed to grant/continued to grant/granted
the Facility to the Borrower, the Borrower covenants and agrees to pay / repay to the Bank all amounts along with interest, default
interest, interest tax, additional interest, further interest, liquidated damages, commitment and other charges / fees, premia
on prepayment, indemnification payments, fees, financing charges, costs, commissions and all legal and other charges and expenses
relating thereto or incidental to the Facility and the security created by this Memorandum (collectively hereinafter referred
to as the "Secured Obligations") in accordance with the terms and conditions contained in the Finance Documents. 2.
CHARGE For the consideration aforesaid and as continuing security for the performance of the Secured Obligations, the Borrower,
as legal and beneficial owner of the assets set out in Schedule 1 to this Memorandum ("Secured Assets") hypothecates
the Secured Assets by way of firstpari passu charge, in favour of the Bank. Provided that in case when the Facility is sanctioned/
granted / continued to the Borrower by the Bank in consortium or multiple banking arrangements with other lenders (the "Other
Lenders") then this first charge by way of hypothecation over the Secured Assets created / to be created by the Borrower
in favour of the Bank, will be treated as pad passu charge thereon, subject to the Other Lenders also confirming / conferring
/ ceding similar pan passu charge over the Secured Assets created / to be created in their respective favour by the Borrower,
to the Bank and this Memorandum will read and be construed to mention the first pad passu charge by way of hypothecation accordingly.
2. COVENANTS 4.1 So long as the Secured Obligations or any part thereof remains unpaid, the Borrower shall not deal with or dispose
of any interest in the Secured Assets or part thereof in a manner prejudicial to the interests of the Bank except as provided
in the Finance Documents. 4.2 The Borrower shall file a copy of this Memorandum along with duly completed form no. CHG-1 prescribed
under the Companies Act, 2013 with the Registrar of Companies, having appropriate jurisdiction along with the requisite filing
fee within the prescribed period without payment of penalty and shall deliver a copy thereof to the Bank. 4.3 (a) At its own cost
and expense, the Borrower undertakes to keep all the Secured Assets fully insured against such risks, and for such amount(s) and
for such period and in such form(s) as the Bank may from time to time require, either in the joint names of the Bank and the Borrower,
or with the Bank named as loss payee therein, with such reputable insurer(s) as the Bank shall approve in writing. The Borrower
shall deposit with the Bank all such insurances along with any cover notes
and receipts evidencing payment of premia etc. The insurance
should have a suitable non cancellation policy. (b) In relation to such insurances as are required to be maintained pursuant to
sub-clause (a) above, the Borrower shall make punctual payment of all premia to be paid in relation to such insurances, and shall
not do or suffer/cause/permit to be done any act which may invalidate such insurance. (c) In the event the Borrower becomes entitled
to make any claims under the above insurances, the Borrower undertakes to promptly make a claim under such insurances, and apply
all monies received either in reinstatement of the Secured Assets insured or towards repayment of the Secured Obligations. (d)
If the Borrower fails to insure and / or keep insured any of the Secured Assets, the Bank shall, without prejudice to its rights
and liabilities under this Memorandum or at law, be at liberty to insure and keep insured any of the Secured Assets, and the Borrower
shall on demand repay the Bank all fees, costs, commissions and charges incurred by the Bank in doing so. 4.4 The Borrower shall
furnish to the Bank on the last day of each and every month or at such intervals as may be decided by the Bank and notified to
the Borrower and at any other time whenever required by the Bank, full and correct particulars/statements of all the Secured Assets
comprising book debts and shall allow the Bank or its service providers to take inspection of all the books of accounts and shall
produce such evidence as the Bank may require as to the value thereof. It shall be lawful for the Bank at any time and from time
to time during the continuance of the security to appoint and employ at the expense of the Borrower in all respects and for such
period as the Bank shall think fit one or more person(s) or a firm or a company to inspect the value of all or any of the Secured
Assets comprising book debts on behalf of the Bank. 4.5 The Borrower shall not receive, compound or realise any of the Secured
Assets comprising book debts nor do anything whereby the recovery of the same may be impeded without the prior written consent
of the Bank and shall keep proper books of account of its business and shall at any time when required produce such books for
inspection of the Bank and allow the Bank (through its employees and agents) to have access thereto and to make copies of or extracts
therefrom. 4.6 Subject to the provisions of Clauses 4.4 and 4.5, the Borrower shall be at liberty in the ordinary course of business
to recover all or any of the Secured Assets comprising book debts hereby hypothecated but the Borrower shall upon receipt of the
proceeds of every sale of the Secured Assets comprising book debts pay the same forthwith to the Bank to be applied in reduction
of the Borrower's indebtedness to the Bank in respect of the Facility. The Borrower shall not recover any of the Secured Assets
comprising book debts upon being prohibited in writing by the Bank from doing so. Provided that in case where the Facility is
sanctioned / granted / continued to the Borrower by the Bank in consortium or multiple banking arrangement with Other Lenders,
then the Borrower may, at the instructions and/or with prior written consent of the Bank, deposit the proceeds of every sale mentioned
above with the lead bank of the consortium or any of the Other Lenders authorised for such purpose by the Bank. 4.7 The Borrower
may in the ordinary course of its business, sell the Secured Assets comprising the stock (or any part of it) unless prohibited
to do so by the Bank. 4.8 The Borrower undertakes not to remove or permit to be removed, the Secured Assets comprising the stock
(or any part of it) or divert or cause or permit them to be diverted while
in transit except for the purpose set out in Clause 4.4 AND
if Secured Assets comprising the stock (or any part of it) is shipped at any time, the Borrower shall, if the Bank so requires,
hand over the bills of lading and / or shipping documents and / or documents of title endorsed in favour of the Bank and in default
of the Borrower doing so the Bank shall be entitled to enter and take possession thereof wherever they may be found. 4.9 The Borrower
undertakes to give prior written notice to the Bank of its intention to change the location to store the Secured Assets comprising
of the stocks, mentioning the particular type or class of stocks affected and the address of the new place of storage. 4.10 The
Borrower shall furnish to the Bank on the last day of each financial quarter (or other intervals as the Bank may demand), full
and correct particulars/statements of Secured Assets comprising all stocks. These particulars shall include the quantity, description
and their market value, their place of storage, whether they are in transit, and whether they are insured. 4.11 The Borrower shall
allow the Bank or its service providers to inspect the Secured Assets comprising the stocks and records and produce such evidence
as the Bank may require as to their cost and value. 4.12 At its expense, the Borrower authorizes the Bank to have the Secured
Assets comprising the stocks valued by an appraiser/valuer that the Bank may appoint. The Bank shall be entitled to debit all
costs and expenses incurred in this regard to Borrower's accounts in the Bank's books and until their repayment treat such amounts
as an advance secured by this Memorandum. 4.13 At its own expense, the Borrower shall keep the Secured Assets comprising the stocks
in marketable and good condition. 4.14 If required by the Bank, the Borrower shall place notice boards with the Bank's name legibly
and distinctly printed in a conspicuous position at the entrance of and inside the factory/ godown/ premises or other places where
the stocks are kept or shall be brought during the continuance of this Memorandum. 4.15 The Borrower shall observe and perform
all covenants and undertakings set forth in the Finance Documents. Such covenants and undertakings are incorporated in this Memorandum
by reference as if they were set forth in full. 4.16 The Borrower shall punctually pay all taxes and outgoings payable in respect
of the Secured Assets, and ensure that the Secured Assets do not become charged with their payment. 4.17 Where applicable, at
its own cost and expense, the Borrower shall maintain the Secured Assets in good repair and condition, and if required by the
Bank, repair any defect. 5. SECURITY 5.1 The security created by or pursuant to this Memorandum will be a continuing security
and shall remain in full force and effect notwithstanding any intermediate payment or settlement of account. 5.2 Nothing contained
in this Memorandum shall operate so as to merge or otherwise prejudice, affect or exclude: 5.2.1 Any other security, guarantee
or lien whether of or against the Borrower or of third parties which the Bank may for the time being hold or would have held but
for this security; or
5.2.2 Any of the Bank's right or remedies in respect of any
present or future security, guarantee, obligation or decree for the Borrower's indebtedness or liability to the Bank. 5.3 The
security created by this Memorandum will be in addition and without prejudice to any other security, guarantee, liens, indemnities
or other right or remedy that the Bank may now or in the future hold for payment/repayment of the Facility and other amounts secured
by this Memorandum. 5.4 The Borrower will always keep the Secured Assets distinguishable and hold as exclusive property of, and
specifically appropriated to, the Bank. 5.5 Unless otherwise agreed in writing between the Bank and the Borrower, the security
created by or pursuant to this Memorandum will remain in full force and effect notwithstanding any amendments to or variation
in the terms and provisions of the Finance Documents and/or transfer or assignment of the Facility or any rights or obligations
thereunder by the Bank. 6. APPOINTMENT OF A RECEIVER If after granting or during the continuance of the Facility, the Borrower
defaults in paying any moneys secured by this Memorandum or upon a breach of the terms and conditions of this Memorandum or upon
any Event of Default under the Finance Documents, or in the sole judgment of the Bank circumstances occur that may prejudice or
imperil the Secured Assets, then in such event, the Bank may in writing appoint or remove one or more Receivers of the security
created by this Memorandum, under section 69A of The Transfer of Property Act, 1882. All powers provisions and trusts contained
in Section 69A of The Transfer of Property Act, 1882 and all other applicable laws shall apply to the Receiver appointed by the
Bank. 6. ENFORCEMENT & REMEDIES 7.1 If an Event of Default occurs or is continuing, without further notice to the Borrower
and without prejudice to its rights and remedies under clause 6 and under law, the Bank may: 7.1.1 Through authorized agents and
representatives, enter any place or premises where the Secured Assets or their records may be situated, kept or stored. For such
entry, the Bank may do all acts deeds or things deemed necessary by the Bank. 7.1.2 Inspect, value, insure, take charge of, enforce,
seize (without Court's intervention), recover, realize, receive or convert into money, all or any of the Secured Assets. 7.1.3
Either by public auction or by private contract, sell or assign all or any of the Secured Assets on such terms and conditions
as the Bank thinks fit. 7.1.4 Apply the net proceeds of such sale/assignment towards repayment of the Secured Obligations. 7.1.5
Compromise or settle with any third party. 7.2 The Borrower undertakes not to take any action inconsistent with or prejudicial
to these rights of the Bank. 7.3 The Borrower agrees to accept the Bank's accounts as sufficient evidence of the amount received
on sale/realization and of all charges and expenses incurred by the Bank. 7.4 The Borrower confirms that the Bank or any Receiver
that the Bank appoints will not be liable for any loss or damage the Borrower may suffer if the Bank or such Receiver exercises
any of its rights and powers under law or this Memorandum.
7.5 The Borrower shall pay the shortfall or deficiency, if the
net sum realized by such sale/assignment is insufficient to pay the dues secured by this Memorandum. The Bank shall not be in
any way responsible or liable for any loss or damage that may be suffered by the Borrower by reason of the Bank exercising or
not exercising its rights under this Memorandum. 7.6 If any surplus remains with the Bank after payment of the dues secured by
this Memorandum, then it will apply it in payment or liquidation of any other moneys due from the Borrower to the Bank, whether
solely or jointly with any other person. 7.7 The Bank shall be at liberty to apply any other moneys in the hands of the Bank standing
to Borrower's credit or belonging to Borrower in or towards the payment of the balances under the Facility/Secured Obligations,
provided that nothing herein contained shall in any manner prejudice or affect any other remedy of the Bank against the Borrower.
8. FURTHER ASSURANCES 8.1 The Borrower assures the Bank that, subject to the security created under this Memorandum, all security
(present and future) whether now hypothecated or which may be hypothecated in future, are and will be the Borrower's absolute
and unencumbered property with full power of disposition and realization. The Borrower further assures that it shall not create
any security over or part with possession of the Secured Assets or any part thereof specially or otherwise in favour of any other
party. The Borrower assures not to create any security ranking senior or pan passu with and/or subject to the security created
by this Memorandum, without obtaining the prior written consent of the Bank. 8.2 To enable the Bank to exercise its rights under
this Memorandum and more fully assure the Secured Assets to the use of the Bank, the Borrower agrees to: 8.2.1 Transfer and deliver
to the Bank the relative contracts, securities and all other documents; 8.2.2 To sign/furnish all deeds, documents, and papers;
and 8.2.3 To furnish such other information and do such acts, deeds and things as may be required by the Bank. The Borrower unconditionally
agrees that on the Borrower's failure to do 8.2.1, 8.2.2 and / or 8.2.3 above within a week of written demand by the Bank, then
the Bank may execute such documents itself on behalf of the Borrower. 8.3 The Borrower shall not have any claim whatsoever against
the Bank in relation to any act or thing done, omitted, permitted or suffered by the Bank in exercising its rights/powers under
this Memorandum and such exercise shall be without prejudice to the Bank's other rights and remedies in law and notwithstanding
that there may be any pending suit or proceedings relating to the Secured Assets or the security created by this Memorandum. 8.
ATTORNEY 9.1 The Bank shall have all powers incidental and necessary to enforce and realize the security created by this Memorandum.
At the Borrower's risk and expense, the Borrower irrevocably appoints the Bank as its attorney to do all acts, deeds and things
necessary to so enforce and realize the security created by this Memorandum. Without prejudice to powers conferred on the Bank
under this Memorandum, the Borrower agrees: 9.2 If necessary, to execute a formal power of attorney(ies) in favour of the Bank
in such form and name as may be advised by the Bank; and 9.3 To furnish information, reports, returns, certificates and statements
as the Bank may require in connection with the security created by this memorandum
10. COVENANTS 10.1 Affirmative Covenants For so long as the
Facility or part thereof is still outstanding, the Borrower: 10.1.1 shall allow the representative(s) and / or nominee(s) of the
Bank to enter into its premises in order to inspect the property, books of account and other relevant accounts, documents and
records provided to the Bank as security for the obligations of the Borrower under / in respect of the Facility. The Borrower
shall promptly repay the Bank all costs and expenses incurred in respect of such inspection. 10.1.2 shall execute in favour of
the Bank and / or its / their nominee(s) such further documents, forms and / or papers as the Bank may in its absolute discretion
require in connection with the Facility/this Memorandum. 10.1.3 shall utilise the Facility only for the purpose for which it was
extended by the Bank. 10.1.4 shall immediately notify the Bank upon becoming aware of any Default, Event of Default or potential
Event of Default. 10.1.5 shall not breach, or cause to be breached, the financial covenants stipulated by the Bank. 10.1.6 shall
ensure that the security provided under this Memorandum is of such value as is sufficient to meet the security margin requirements
of the Bank. In the event either the value of the security provided under this Memorandum deteriorates, or the Bank advances further
sum(s) to the Borrower such that the value of the security provided under this Memorandum does not meet the security margin requirements
of the Bank, the Borrower shall deposit with the Bank (as the Bank may direct) the additional security in the form of cash or
such other securities as are acceptable to the Bank, failing which the Bank may at its discretion sell, dispose of, or realise
any or all of the security provided under this Memorandum without being liable for any loss or damage or diminution in value of
the security provided under this Memorandum. 10. NOTICES 11.1 Any notices to be provided by either party shall be in writing,
signed by an authorised officer, if sent by post, delivered to the addresses set out below or to such other address as may be
notified for the purpose by the Parties from time to time, and if sent by facsimile, sent to the numbers notified below or to
such other number as may be notified for the purpose by the parties from time to time. Notices shall be deemed to have been delivered
two (2) business days following dispatch. Address of the Borrower: HallMark Towers, No. 35(SP), Developed Plot Estate, Guindy,
Chennai - 600 032 Facsimile: Address of the Bank: 19, Rajaji Salai, Chennai - 600001 Facsimile:
11.2 The Borrower agrees that all instructions and / or correspondence
sent by the Borrower to the Bank are sent at its risk, and the Bank does not assume any responsibility for any inaccuracy, interruption,
error, delay or failure in transmission or delivery whether sent by post, courier, e-mail or any other form of written or electronic
communication. 12. WAIVER The Bank's failure to exercise or delay in exercising any of its right, power, privilege or remedy under
this Memorandum will not operate as a waiver or acquiescence, nor will any single or partial exercise of any right, power, privilege
or remedy prevent any further or other exercise or the exercise of any other right, power, privilege or remedy. The rights, powers,
privileges and remedies provided to the Bank under this Memorandum are cumulative and not exclusive of any rights or remedies
provided by law or in equity, by statute or otherwise. 12. ANY CONFLICT OR INCONSISTENCY The Borrower hereby repeats the representations
and warranties as mentioned in the Finance Documents and agrees to abide by all the terms and conditions as mentioned in the Finance
Documents. The terms of the Finance Documents shall from part of this Memorandum and shall be in addition to and be read in conjunction
with the terms of this Memorandum. If there are any inconsistencies between the terms of the Finance Documents and this Memorandum
then, the terms of this Memorandum shall prevail. 12. SEVERABILITY Any provision of this Memorandum which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of prohibition or un-enforceability but
that shall not invalidate the remaining provisions of this Memorandum nor affect such provision in any other jurisdiction. 12.
COUNTERPARTS This Memorandum may be executed in any number of counterparts, and this has the same effect as if the signatures
on the counterparts were on a single copy of this Memorandum. 12. GOVERNING LAW AND JURISDICTION This Memorandum and all non-contractual
obligations arising in any way out of or in connection with this Memorandum are governed by Indian law and the Borrower irrevocably
submits to the non-exclusive jurisdiction of the courts in India at the place as mentioned in Schedule 2 (Miscellaneous) hereto.
This shall not however limit the rights of the Bank to take proceedings in any court of competent jurisdiction.
Schedule 1 (Description of Assets) Book Debts All present and
future book debts, outstandings, moneys receivable, claims and bills which are now due and owing or which may at any time during
the continuance of this security become due and owing to the Borrower in the course of its business by any person, firm, company
or body corporate or by the Government Department or office or any Municipal or Local or Public or Semi Government body or authority
or any body corporate or undertaking or project whatever in the public sector. Stocks All present and future stock in trade consisting
of raw materials, finished goods, goods in process of manufacturing and other merchandise whatsoever, being movable properties,
now or at any time after this Memorandum: i. Belonging to the Borrower; or ii. At the Borrower's disposal; or iii. Stored or be
stored or brought in to upon or in course of transit to the Borrower's factory or at any other place in the Borrower's possession
or occupation or at any other place).
Schedule 2 Miscellaneous Place of Execution of this Memorandum
Date of Execution Details of the Borrower Name: Majesco Software and Solutions India Private Limited Address of Registered office/principal
place of business/Address of Residence: MNDC P-136 Millenium Business Park Mahape Navi Mumbai, Maharashtra 400710 Branch Address
(if applicable): HallMark Towers, No. 35(SP), Developed Plot Estate, Guindy, Chennai - 600 032 Type of the Borrower: Company incorporated
under Companies Act 1956 / Companies Act, 2013 Inclusion in the definition of the term Borrower: Unless it be repugnant to the
subject or as the context may permit or require, the term Borrower includes: (a) In case of a company or limited liability partnership
or body corporate, its successors and permitted assigns. Branch Address of the Bank 19, Rajaji Salai, Chennai - 600001 Facility
amount (maximum principal amount) INR 200,000,000/- (Indian Rupees Twenty Crores Only) Details of Facility Agreement Facility
Letter dated bearing reference no. addressed by the Bank to the Borrower, as may be amended, modified or supplemented from time
to time ("Facility Letter") and the Master Credit Terms (uncommitted) dated , as may be amended, modified, varied or
supplemented from time to time ("Master Credit Terms"). Non- Exclusive Jurisdiction Courts at Chennai, India
In Witness Whereof the Borrower has executed this Memorandum
on the date and at the place as mentioned in Schedule 2 (Miscellaneous) above. The Common Seal of Majesco Software and Solutions
India Private Limited, the Borrower has been affixed hereto pursuant to the resolution of its Board of Directors dated, in the
presence of and who have in token thereof subscribed his / her / their respective signature(s) hereto.))))))
