Exhibit 10.26


 


078SLC3150290001


PRINTED BY TurboSwift AT:       2015.01.29 16:56:38         FOR:
YESBINBBXXXX





 



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	Message Name:  	GUARANTEE/STANDBY LETTER OF CREDIT
	Message Type:  	F 760 	Sent/Received:	PUNBGB22XXXX
	Direction:  	Input	PUNJAB NATIONAL BANK INTERNATIONAL
	Priority:  	Normal	1 MOORGATE
	Session:  	4091	LONDON
	Sequence:  	790564	 


 


		 	Input	 	Output	 	ACK	 	NAK	 	DUP	 	AUTH
	MIR: 150129YESBINBBAXXX4091790564	 	Time	 	Time	 	Flag	 	Code	 	Flag	 	Code
	MOR:	 	1655	 	 	 	0	 	 	 	 	 	SP
	MUR:	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	NOTE:	 	 	 	 	 	 	 	 	 	 	 	 


 


		1:	MESSAGE HEADER



F01YESBINBBXXXX


		2:	APPLICATION HEADER



I760PUNBGB22XXXXN


		4:	MESSAGE TEXT



		:27:	Sequence of Total



Sequence of Total:            1/2


		:20:	Transaction Reference Number



TRN:                                  078SLC3150290001


		:23:	Further Identification



Further
ID:                        
  ISSUE


		:30:	Date



Date:                                   150129


		:40C:	Applicable Rules



                                           
NONE


		:77C:	Details of Guarantee



Free Format:


TO : PUNJAB NATIONAL BANK (INTERNATIONAL) LIMITED HAVING
ITS


REGISTERED ADDRESS AT 1 MOORGATE, LONDON EC2R 6JH, UNITED
KINGDOM,


SWIFT CODE: PUNBGB22XXX


 


FROM : YES BANK LTD


MUMBAI


ADDRESS: GROUND FLOOR, SHRI AMBA SHANTI CHAMBERS, 


OPP. HOTEL LEELA, ANDHERI KURLA ROAD, ? ANDHERI (EAST),


MUMBAI - 400059


TELEPHONE NOS: 022 - 6765 9951


FAX NO: 022 - 6765 9951


SWIFT: YESBINBB


CONTACT PERSON: ROHAN GADIPALLI


DATE : 29-JAN-2015


 


IRREVOCABLE STANDBY LETTER OF CREDIT NO. 078SLC3150290001


 


AT THE REQUEST OF MASTEK LIMITED (APPLICANT), WEYES BANK LTD,
A COMPANY INCORPORATED AND REGISTERED UNDER THE COMPANIES ACT 1956 AND A BANKING COMPANY WITHIN THE MEANING OF SECTION
5(C) BANKING





 






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DATABASE KEY:   201501291204120002     USER KEY: 201501291204120000        PAGE:
        1


 


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078SLC3150290001


 


 



REGULATION ACT, 1949 AND HAVING ITS REGISTERED OFFICE AT
NEHRU CENTRE, 9TH FLOOR, DISCOVERY OF INDIA, WORLI, MUMBAI 400 018 AND BRANCH AT GROUND FLOOR, SHRI AMBA SHANTI CHAMBERS, OPP
HOTEL LEELA, ANDHERI-KURLA ROAD, ANDHERI-E, MUMBAI-400059 (HEREINAFTER CALLED THE BANK) HEREBY ESTABLISH OUR IRREVOCABLE
STANDBY LETTER OF CREDIT NO.078SLC3150290001 IN YOUR FAVOUR UP TO AN AGGREGATE PRINCIPAL AMOUNT OF USD 3 MILLION (USD THREE
MILLION) (IN WORDS) FOR THE PURPOSE OF SECURING UNPAID INDEBTEDNESS, DUE OR OWING TO YOU ARISING OUT OF BANKING FACILITIES
AGREED TO BE GRANTED BY YOU TO MAJESCO INC. USA, A COMPANY INCORPORATED IN THE UNITED STATES OF AMERICA, COMPANY NUMBER
C1523009 AND HAVING ITS REGISTERED OFFICE ADDRESS AT 5 PENN PLAZA, 14TH FLOOR, 33RD STREET 8TH AVENUE, NY 10001, NEW YORK,
USA (HEREINAFTER CALLED THE BORROWER).


 


THIS STANDBY LETTER OF CREDIT IS PAYABLE WITHIN 3
BUSINESS DAYS FROM TIME TO TIME UP TO 15-JAN-2018 AGAINST YOUR FIRST WRITTEN DEMAND THROUGH, AUTHENTICATED SWIFT MESSAGE TO
OUR ISSUING OFFICE STATED ABOVE TOGETHER WITH YOUR CERTIFICATE WHICH SHALL BE IN THE FOLLOWING FORM (COMPLETED AS
APPROPRIATE) SIGNED BY ANY ONE OF YOUR AUTHORISED SIGNATORIES. THE TERM BUSINESS DAYS SHALL MEAN THE DAY ON WHICH WE ARE OPEN
FOR BUSINESS IN MUMBAI (LOCATION OF THE FOREIGN BANK), INDIA. DEMAND HEREUNDER TO BE MADE BY AUTHENTICATED SWIFT ADVICE IN
WHICH CASE THE CERTIFICATE REQUIREMENT SHALL BE WAIVED.


 


SUCH PAYMENT AS DEMANDED BY YOU WILL BE MADE BY US TO
YOU, WITHOUT ANY CONTESTATION OR PROTEST OR DELAY ON OUR PART AND WITHOUT ANY SET OFF, DEFENCES, DEDUCTIONS OR WITHHOLDING
CHARGES/TAXES OF ANY KIND NOW OR HEREAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ADDRESSED BY ANY OTHER AUTHORITY WHATSOEVER, AND NOTWITHSTANDING: (I) ANY AMENDMENT TO THE FACILITY AGREEMENT/DOCUMENTS AGREED UPON BETWEEN YOU AND THE BORROWER
AND/OR (II) ANY ILLEGALITY, INVALIDITY OR UNENFORCEABILITY OF THE CREDIT FACILITY AGREEMENT/DOCUMENTS OR THE GRANTING OF ANY
TIME OR OTHER INDULGENCE IN RELATION TO THE FACILITY.


 


DEFAULT CERTIFICATE 


STANDBY LETTER OF CREDIT NO.078SLC3150290001 DATE
(29-JAN-2015) ISSUING BANK:YES BANK LTD, GROUND FLOOR, SHRI AMBA SHANTI CHAMBERS, OPP HOTEL LEELA, ANDHERI- KURLA ROAD,
ANDHERI-E, MUMBAI -400059 (BRANCH ADDRESS) WITH REFERENCE TO THE ABOVE STANDBY LETTER OF CREDIT WE HEREBY CERTIFY THAT THE
SUM OF 3 MILLION (USD THREE MILLION) REPRESENTS UNPAID INDEBTEDNESS DUE OR OWING TO US PURSUANT TO THE BANKING
FACILITIES GRANTED BY US TO THE BORROWER DEFINED IN THE ABOVE STANDBY LETTER OF CREDIT.’


 


SPECIAL INSTRUCTIONS


 





 



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PARTIAL CLAIMS CAN BE MADE
UNDER THIS STANDBY LETTER OF CREDIT AND THERE CAN BE MULTIPLE PARTIAL CLAIMS, PROVIDED HOWEVER


 







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078SLC3150290001


 


THAT THE SUM OF ALL PARTIAL CLAIMS UNDER THIS STANDBY LETTER
OF CREDIT WILL NOT EXCEED USD THREE MILLION ONLY)


 


THIS SBLC IS VALID UP TO 15-JAN-2018 AND OUR LIABILITY UNDER
THIS SBLC WILL BE REDUCED AUTOMATICALLY, WITHIN 15 DAYS OF THE REPAYMENT DATE AS PER THE REPAYMENT SCHEDULE OF THE FACILITY,
MENTIONED HEREIN BELOW, WITHOUT ANY NEED OF AN ORAL OR WRITTEN CONFIRMATION FROM PNB UK.


 


SCHEDULE


 





	EXP. REPAYMENT AT 	 	REPAYMENTS AS PERCENT OF LOAD
	END OF THE MONTH	 	 
	12	 	0.00 PERCENT
	18	 	12.50 PERCENT
	24	 	12.50 PERCENT
	30	 	12.50 PERCENT
	36	 	62.50 PERCENT
	TOTAL	 	100.00 PERCENT




 


THIS STANDBY LETTER OF CREDIT AND/OR ANY RIGHTS AVAILABLE TO
YOU HEREUNDER MAY BE FREELY ASSIGNED/TRANSFERRED BY YOU TO ANY THIRD PARTY,ONLY WITH OUR PRIOR CONSENT, WITHOUT PAYMENT OF
ANY RELATED FEE. WE SHALL NOT ASSIGN/TRANSFER ANY OF OUR RIGHTS AND/OR OBLIGATIONS HEREUNDER TO ANY THIRD PARTY WITHOUT YOUR
PRIOR WRITTEN CONSENT. HOWEVER, IF THE CONSENT IS NOT RECEIVED WITH 7 BUSINESS DAYS THEN IT WILL BE DEEMED TO BE ACCEPTED BY
YOU.


 


IF ANY OF THE PROVISIONS OF THIS STANDBY LETTER OF CREDIT
BECOME INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT UNDER ANY LAW, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE
REMAINING PROVISIONS SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED.


 


A WRITTEN DEMAND BY YOU IS CONCLUSIVE EVIDENCE THAT SUCH SUM OR
SUMS ARE DUE.


 


IF ANY OF THE PROVISIONS OF THIS STANDBY LETTER OF CREDIT
BECOMES INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT UNDER ANY LAW, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE
REMAINING PROVISIONS SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED.


 


THIS STANDBY LETTER OF CREDIT CONSTITUTES AN OBLIGATION TO MAKE
PAYMENT AGAINST DEMAND CERTIFICATE AS MENTIONED ABOVE EXCEPT TO THE EXTENT THE EXPRESS PROVISIONS HEREOF CONFLICT.


 


CONT ON PAGE 2





 






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DATABASE KEY:   201501291204120002      USER KEY:    201501291204120000             PAGE:
3


 


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	CHK:	Checksum	1A9036D5E53C




 


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078SLC3150290001


 


PRINTED BY TurboSwift AT:     2015.01.29    16:56:44    FOR:
YESBINBBXXXX





 



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	Message Name: GUARANTEE/STANDBY LETTER OF CREDIT
	Message Type:   	F 760	Sent/Received:	PUNBGB22XXXX
	Direction:   	Input	 	PUNJAB NATIONAL BANK INTERNATIONAL
	Priority:   	Normal	 	1 MOORGATE
	Session:   	4091	 	LONDON
	Sequence:   	790564	 	 


 


	MIR: 150129YESBINBBAXXX4091790565	 	Input	 	Output	 	ACK	 	NAK	 	DUP	 	AUTH
	MOR:	 	Time	 	Time	 	Flag	 	Code	 	Flag	 	Code
	MUR:	 	1655	 	 	 	0	 	 	 	 	 	SP
	 	 	 	 	 	 	 	 	 	 	 	 	 
	NOTE:	 	 	 	 	 	 	 	 	 	 	 	 


 


		1:	MESSAGE HEADER



F01YESBINBBXXXX


		2:	APPLICATION HEADER



I760PUNBGB22XXXXN


		4:	MESSAGE TEXT



		:27:	Sequence of Total



Sequence of Total:               2/2


		:20:	Transaction Reference Number



TRN:                                    078SLC3150290001


		:23:	Further Identification



Further ID:                            ISSUE


		:30:	Date



Date:                                      150129


		:40C:	Applicable Rules



    NONE


		:77C:	Details of Guarantee



Free Format:


WE CONFIRM THAT:


1)     WE WILL MAKE AVAILABLE TO YOU AND/OR
AUTHORISED REPRESENTATIVES ALL THE DOCUMENTS RELATING TO THIS TRANSACTION FOR YOUR EXAMINATION/VERIFICATION.


 


2)     NECESSARY REQUIREMENT UNDER THE KNOW
YOUR CUSTOMER POLICY HAVE BEEN COMPLIED WITH IN RESPECT OF OUR CUSTOMER AND THE UNDERLYING TRANSACTION IS A BONAFIED COMMERCIAL
TRANSACTION.


 


3)     WE CONFIRM THAT WE HOLD NECESSARY AUTHORISATION
FOR LOCAL EXCHANGE CONTROL AUTHORITIES FOR EFFECTING THE REMITTANCE UNDER THE THIS STANDBY LETTER OF CREDIT THIS STANDBY LETTER
OF CREDIT IS EFFECTIVE FROM 29-JAN-2015 AND EXPIRES ON 15-JAN-2018.


 


WE HEREBY AGREE THAT ALL DEMANDS MADE ON US AND
PRESENTED IN CONFORMITY WITH THE TERMS OF THIS STANDBY LETTER OF CREDIT SHALL BE DULY HONOURED, UNCONDITIONALLY BY US
IMMEDIATELY WITHIN 3 BUSINESS DAYS AND WE UNDERTAKE TO REMIT TO SUCH ACCOUNT AS YOU MAY DESIGNATE THE FULL AMOUNT OF EACH
SUCH DEMAND.





 



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DATABASE KEY: 201501291208050002   USER KEY: 201501291208050000      
PAGE: 1


 


PRINTED BY TurboSwift AT: 2015.01.29 16:56:44      
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078SLC3150290001 part 2


 






 


THE STANDBY LETTER OF CREDIT IS SUBJECT TO 2007 REVISION OF
THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS OF THE INTERNATIONAL CHAMBER OF COMMERCE (PUBLICATION NO. 600)
(UCP) AND COURTS OF ENGLAND AND WALES SHALL HAVE EXCLUSIVE JURISDICTION.


 


FOR ALL MATTERS NOT GOVERNED BY UCP, THIS STANDBY LETTER
OF CREDIT SHALL BE GOVERNED BY ENGLISH LAW. NOTWITHSTANDING ANYTHING CONTAINED HEREINABOVE: (A) OUR LIABILITY UNDER THIS SBLC
WILL BE REDUCED FROM TIME TO TIME, PURSUANT TO THE REPAYMENT SCHEDULE MENTIONED HEREIN ABOVE B) OUR LIABILITY UNDER THIS SBLC
WILL NOT EXCEED USD THREE MILLION ONLY) (B) THIS SBLC SHALL BE VALID UP TO 29-JAN-2015 AND (C) WE ARE LIABLE TO PAY THE
GUARANTEED AMOUNT OR ANY PART THEREOF UNDER THIS STANDBY LETTER OF CREDIT ONLY AND ONLY IF YOU SERVE UPON US A WRITTEN CLAIM
OR DEMAND VIA AUTHENTICATED SWIFT MESSAGE ADDRESSED TO US AT OUR SWIFT NO. YESBINBB.


 


AUTHORISED SIGNATORY OF ISSUING BANK


 


REGARDS


YES BANK LTD


TRADE FINANCE DEPARTMENT


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078SLC3150290001      amendment


 


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	Message Name: GUARANTEE/STANDBY LETTER OF CREDIT AMENDMENT
	Message Type:   	F 767	Sent/Received:	PUNBGB22XXXX
	Direction:   	Input	 	PUNJAB NATIONAL BANK INTERNATIONAL
	Priority:   	Normal	 	1 MOORGATE
	Session:   		 	LONDON
	Sequence:   		 	 


 





	MIR:	 	Input	 	Output	 	ACK	 	NAK	 	DUP	 	AUTH
	MOR:	 	Time	 	Time	 	Flag	 	Code	 	Flag	 	Code
	MUR:	 		 	 	 		 	 	 	 	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 
	NOTE:	 	 	 	 	 	 	 	 	 	 	 	 


 


		1:	MESSAGE HEADER



F01YESBINBBXXXX


		2:	APPLICATION HEADER



I767PUNBGB22XXXXN


		4:	MESSAGE TEXT



		:27:	Sequence of Total



Sequence
of Total:                1/1


		:20:	Transaction Reference Number



TRN:                                      078SLC3150290001


		:21:	Related Reference



Reference:                              NON REF


		:23:	Further Identification



Further ID:                             AMENDMENT


		:30:	Date



Date:                                      
150129


		:26E:	Number of Amendment



     1


		:31C:	Date of Issue or Request to Issue



Date:                                       150130


		:77C:	Amendment Details



Free Format: 


KIND ATTN : STANDBY LETTER OF CREDIT DEPT:


 


STANDBY LETTER OF CREDIT NUMBER: 078SLC3150290001


 


WE AMEND THE ABOVE MENTIONED STANDBY LETTER OF CREDIT AS UNDER:


 


1)  STANDBY LETTER OF CREDIT EXPIRY DATE AND CAIM EXPIRY DATE
ARE EXTENDED UP TO 28-JAN-2018 INSTEAD OF EXISTING.


 


ALL OTHER TERMS OF OUR STANDBY LETTER OF CREDIT REMAIN UNCHANGED.


 


REGARDS


YES BANK LTD 


TRADE SERVICE, MUMBAI 


5:            TRAILER





 



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PRINTER: . .            QUEUE:
_VER2             BY: PANKAJP 


DATABASE KEY: 201501292032530001    USER KEY: 201501292032530000          PAGE:
          1


 


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078SLC3150290001 amendment


 






 


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PRINTER: . . QUEUE: _VER2                            BY: PANKAJP 


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KEY: 201501292032530000        PAGE:        2


 




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