0001571049-15-002530 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 1st, 2015 • Majesco • Services-prepackaged software • California

This Indemnification Agreement (“Agreement”) is made as of this [__] day of [__________] 2015, by and between Majesco, a California corporation (the “Company”), and [__________] (“Indemnitee”).

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BUSINESS TRANSFER AGREEMENT BETWEEN MASTEK (UK) LIMITED AND MAJESCO UK LIMITED
Business Transfer Agreement • April 1st, 2015 • Majesco • Services-prepackaged software • England and Wales

MASTEK (UK) LIMITED, a company incorporated in England and Wales under the registration number 02731277 and having its registered office at Pennant House, 2 Napier Court, Napier Road, Reading. RG1 8BW (hereinafter referred to as “Vendor”, which expression shall unless repugnant to the context or meaning thereof include their successors) of the One Part;

SECURITY AGREEMENT
Security Agreement • April 1st, 2015 • Majesco • Services-prepackaged software • New York

SECURITY AGREEMENT, dated as of March 25, 2011 (the “Agreement”), between MAJESCOMASTEK INC., a California corporation, having its principal place of business at 105 Fieldcrest Avenue, Suite 208, Edison, New Jersey 08837 (“Debtor”), and ICICI BANK LIMITED, NEW YORK BRANCH (the “Secured Party”).

AMENDMENT TO Asset Purchase and Sale Agreement
Asset Purchase and Sale Agreement • April 1st, 2015 • Majesco • Services-prepackaged software

This Amendment to Asset Purchase and Sale Agreement, dated as of January 1, 2015 (this “Amendment”), amends the Asset Purchase and Sale Agreement by and among Agile Technologies, LLC, a New Jersey limited liability company (the “Seller”), the members of the Seller and Majesco, a California corporation (the “Buyer”) (together with Seller and the members of the Seller, the “Parties”), dated December 12, 2014 (the “Purchase Agreement”) to the extent and in the manner herein provided. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Purchase Agreement.

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • April 1st, 2015 • Majesco • Services-prepackaged software
CREDIT FACILITY AGREEMENT
Credit Facility Agreement • April 1st, 2015 • Majesco • Services-prepackaged software • New York

The CREDIT FACILITY AGREEMENT dated as of March 25, 2011 made by and between MajescoMastek Inc., a California corporation (“Borrower”) having its offices at 105 Fieldcrest Avenue, Suite #208, Edison, New Jersey 08837, and ICICI Bank Limited, New York Branch, (“Lender” or “Bank”) having its offices at 500 Fifth Avenue, Floor 28, New York, NY 10110.

REVOLVING CREDIT NOTE
Revolving Credit Note • April 1st, 2015 • Majesco • Services-prepackaged software

FOR VALUE RECEIVED, MAJESCOMASTEK INC., a California corporation ("Borrower"), having an address at 105 Fieldcrest Avenue, Suite 208, Edison, New Jersey 08837, unconditionally promises to pay to ICICI BANK LIMITED, NEW YORK BRANCH ("Bank"), or order, at its office at 500 Fifth Avenue, 28th Floor, New York, New York 10110 or at such other place as may be designated in writing by the holder of this Note in lawful money of the United States of America, the principal sum of Five Million Dollars ($5,000,000.00) or the unpaid total principal amount of all of the amounts due under this Note, plus Interest (as hereinafter defined) from the Disbursement Date (as hereinafter defined) on or before the first (1st) year anniversary of the Disbursement Date or March 31, 2012, whichever occurs earlier.

ASSET PURCHASE AND SALE AGREEMENT BY AND AMONG MAJESCO AGILE TECHNOLOGIES, llc
Asset Purchase and Sale Agreement • April 1st, 2015 • Majesco • Services-prepackaged software • New York

THIS ASSET PURCHASE AND SALE AGREEMENT, dated as of December 12, 2014, is entered into by and among Majesco, a California corporation (“Buyer”), Agile Technologies, LLC, a New Jersey limited liability company (“Seller”), and, solely with respect to Sections 7.8 and 9, William K. Freitag, John M. Johansen and Robert Buhrle (hereinafter, each a “Member,” and collectively, the “Members”). Each of Buyer and Seller are referred to herein as a “Party” and, together, as the “Parties.”

EMPLOYMENT AGREEMENT
Employment Agreement • April 1st, 2015 • Majesco • Services-prepackaged software • New York

THIS EMPLOYMENT AGREEMENT is entered into as of January 1, 2015 (the “Effective Date”), by and between MAJESCO, a California corporation with offices located at 5 Penn Plaza, 14th Floor, New York, NY 10001 (“Company”), and William Freitag (“Employee”).

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • April 1st, 2015 • Majesco • Services-prepackaged software

THIS SHARE PURCHASE AGREEMENT made this 18th day of September, 2014 at Mumbai, India AMONGST MASTEK LIMITED, a company incorporated under the laws of India, having its Registered Office at 804/805, President House, Opp. C. N. Vidyalaya, Near Ambawadi Circle, Ahmedabad 380 006, India hereinafter referred to as the “Seller” (which expression shall unless it be repugnant to the meaning or context thereof shall be deemed to mean and include its successors-in-title) of the One Part; AND MAJESCOMASTEK, a company incorporated under the laws of California with company number C1523009 and having its Office at 5 Penn Plaza, New York, New York 10001, USA hereinafter referred to as the “Purchaser” (which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors-in-title) of the Other Part:

THIS AGREEMENT is dated the 14th day of January 2015 BETWEEN:
Loan Agreement • April 1st, 2015 • Majesco • Services-prepackaged software

Majesco Inc a company established in accordance with the laws of (Pls fill up) California, with registered number/License number (Pls fill up) C1523009 having its registered office at 105 Fieldcrest Avenue, Suite 208, Edison, New Jersey-08637, USA (hereinafter referred to as the “Borrower”) which expression shall include its successors;

Contract
Lease Agreement • April 1st, 2015 • Majesco • Services-prepackaged software

LEASE dated as of the 1st day of March, 2005, between 5 PENN PLAZA LLC, a New York limited liability company having its principal office at c/o Haymes Investment Company, 5 Penn Plaza, New York, New York 10001 (referred to as “Landlord”), and SYSTEMS TASK GROUP INTERNATIONAL LTD., having an office at 11 Penn Plaza, 10th Floor, New York, New York 10001.

March 31, 2015
Agreement and Plan of Merger and Reorganization • April 1st, 2015 • Majesco • Services-prepackaged software
SUBORDINATION AGREEMENT
Subordination Agreement • April 1st, 2015 • Majesco • Services-prepackaged software • New York

This SUBORDINATION AGREEMENT (the “Agreement”) made as of March 25, 2011, between MajescoMastek, Inc., a California corporation (“Borrower”), having an address at 105 Fieldcrest Avenue, Suite 208, Edison, New Jersey 08837 (the “Debtor”), Mastek Limited, a company formed and existing under the laws of India (the “Subordinator”), and ICICI Bank Limited, New York Branch (the “Creditor”).

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