Exhibit 10.21


 


Execution Copy


 


SECURITY AGREEMENT


 


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”).


 


WITNESSETH:


 


WHEREAS, the Debtor
has borrowed money from the Secured Party and has executed in favor of the Secured Party a Credit Facility Agreement (the “Credit
Facility Agreement”), a Revolving Credit Note in the principal amount of Five Million Dollars ($5,000,000) dated as
of the date hereof (the “Note”) and certain other credit documents as noted in the Credit Facility Agreement;
and


 


WHEREAS, it is a condition precedent to the
Secured Party making the loans to the Debtor under the Credit Facility Agreement and the Note that the Debtor execute and deliver
this Agreement to the Secured Party.


 


NOW THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


1.        SECURITY
INTEREST.


 


(a) To secure the Debtor’s full and timely
performance of the Obligations, the Debtor hereby grants to the Secured Party a continuing first priority Lien on and security
interest (the “Security Interest”) in all of the Debtor’s right, title and interest in and to all of
its personal property and assets (both tangible and intangible), including, without limitation, the following, whether now owned
or hereafter acquired and wherever located: (a) all Receivables; (b) all Deposit Accounts, Accounts and Chattel Paper; (c) all
Cash; (d) Debt Service Reserve Account; (e) all Investment Property; and (f) all Proceeds of each of the foregoing and all accessions
to, and replacements for, each of the foregoing (collectively, the “Collateral”). The Security Interest shall
be a first priority security interest in all of the Collateral.


 


(b)      The following terms shall have the following
meanings for purposes of this Agreement:


 


“Account” means any “Account,”
as such term is defined in the UCC now owned or hereafter acquired by the Debtor or in which the Debtor now holds or hereafter
acquires any interest and, in any event, shall include, without limitation, all accounts receivable, book debts, rights to payment
and other forms of obligations (other than forms of obligations evidenced by Chattel Paper, Documents or Instruments) now owned
or hereafter received or acquired by or belonging or owing to the Debtor whether or not arising out of goods or software sold or
services rendered by the Debtor or from any other transaction, whether or not the same involves the sale


 




    	 



    	 



    

  


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of goods or services by the Debtor and all of the Debtor’s rights
in, to and under all purchase orders or receipts now owned or hereafter acquired by it for goods or services, and all of the Debtor’s
rights to any goods represented by any of the foregoing, and all monies due or to become due to the Debtor under all purchase orders
and contracts for the sale of goods or the performance of services or both by the Debtor or in connection with any other transaction
(whether or not yet earned by performance on the part of the Debtor), now in existence or hereafter occurring, including, without
limitation, the right to receive the proceeds of said purchase orders and contracts, and all collateral security and guarantees
of any kind given by any Person with respect to any of the foregoing.


 


“Cash” means all cash, money,
currency, and liquid funds, wherever held, in which the Debtor now or hereafter acquires any right, title, or interest.


 


“Chattel Paper” means any
“Chattel paper,” as such term is defined in the UCC, now owned or hereafter acquired by the Debtor or in which the Debtor
now holds or hereafter acquires any interest.


 


“Debt Service Reserve Account”
means any present or future account(s) maintained by the Debtor with the Secured Party to service the principal and interest
due under the Credit Facility Agreement and other Credit Documents, which account shall have on deposit an amount equal to initially
at two hundred thousand dollars ($200,000), as such amount may be modified or increased from time to time at the request of the
Secured Party.


 


“Deposit Accounts” means any
“Deposit accounts,” as such term is defined in the UCC, and includes any checking account, savings account, or certificate
of deposit, now owned or hereafter acquired by the Debtor or in which the Debtor now holds or hereafter acquires any interest.


 


“Documents” means any “Documents,”
as such term is defined in the UCC, now owned or hereafter acquired by the Debtor or in which the Debtor now holds or hereafter
acquires any interest.


 


“Instruments” means any “Instrument,”
as such term is defined in the UCC, now owned or hereafter acquired by the Debtor or in which the Debtor now holds or hereafter
acquires any interest.


 


“Investment Property” means
any “Investment property,” as such term is defined in the UCC, and includes certificated securities, uncertificated securities,
money market funds and U.S. Treasury bills or notes, now owned or hereafter acquired by the Debtor or in which the Debtor now holds
or hereafter acquires any interest.


 


“Letter of Credit Right” means
any “Letter of credit right,” as such term is defined in the UCC, now owned or hereafter acquired by the Debtor or in
which the Debtor now holds or hereafter acquires any interest, including any right to payment or performance under any letter of
credit.


 


“Lien” means any mortgage,
deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, levy, lien or charge of any kind,
whether voluntarily


 




    	 



    	 



    

 


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incurred or arising by operation of law or otherwise, against
any property, any conditional sale or other title retention agreement, any lease in the nature of a security interest, and the
filing of any financing statement (other than a precautionary financing statement with respect to a lease that is not in the nature
of a security interest) under the UCC or comparable law of any jurisdiction.


 


“Obligations” shall mean and
include all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Debtor to the Secured Party of
every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), direct
or indirect, absolute or contingent, due or to become due, now existing or hereafter arising pursuant to the terms of the Note
owed by the Debtor to the Secured Party, whether in connection with the Note or otherwise, including without limitation all interest,
fees, charges, expenses, attorneys’ fees and accountants’ fees chargeable to the Debtor or payable by the Debtor thereunder.


 


“Person” means any individual,
sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability
company, institution, public benefit corporation, other entity or government (whether federal, state, county, city, municipal,
local, foreign, or otherwise, including any instrumentality, division, agency, body or department thereof).


 


“Proceeds” means “Proceeds,”
as such term is defined in the UCC and, in any event, shall include, without limitation, (a) any and all Accounts, Chattel Paper,
Instruments, cash or other forms of money or currency or other proceeds payable to the Debtor from time to time in respect of the
Collateral, (b) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Debtor from time to time
with respect to any of the Collateral, (c) any and all payments (in any form whatsoever) made or due and payable to the Debtor
from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the
Collateral by any governmental authority (or any Person acting under color of governmental authority), (d) the proceeds, damages,
or recovery based on any claim of the Debtor against third parties (i) for past, present or future infringement of any copyright,
patent or patent license or (ii) for past, present or future infringement or dilution of any trademark or trademark license or
for injury to the goodwill associated with any trademark, trademark registration or trademark licensed under any trademark license
and (e) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.


 


“Receivables” means all of
the Debtor’s Accounts, Instruments, Documents, Chattel Paper, Supporting Obligations, and letters of credit and Letter of Credit
Rights.


 


“Supporting Obligation” means
any “Supporting obligation,” as such term is defined in the UCC, now owned or hereafter acquired by the Debtor or in
which the Debtor now holds or hereafter acquires any interest.


 


“UCC” means the Uniform
Commercial Code as the same may, from time to time, be in effect in the State of New York; provided, that in the event that,
by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to,
Secured Party’s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction
other than the State of New York, the term “UCC”


 




    	 



    	 



    

 


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shall mean the Uniform Commercial Code as enacted and in effect,
from time to time, in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection,
priority or remedies and for purposes of definitions related to such provisions.


 


2.         OBLIGATIONS
SECURED.      The Security Interest granted hereby secures payment and performance of all
debts, loans and liabilities of Debtor to Secured Party arising under the Note and the Credit Facility Agreement.


 


3.         DEBTOR’S
REPRESENTATIONS AND WARRANTIES.        Debtor represents and warrants that:


 


3.1.     Authorization.    The
execution, delivery and performance of this Agreement and the Note are within Debtor’s corporate powers, and are not in
contravention of law nor of the terms of Debtor’s Certificate of Incorporation or By-laws, nor of any indenture, agreement
or undertaking to which the Debtor is a party or by which it is bound.


 


3.2.     Place
of Business.    Debtor’s principal place of business is the chief executive office location provided
in the first paragraph of this Agreement, and Debtor keeps its inventory and copies of records concerning accounts, contract rights
and other property at that location. The Debtor will not change its principal place of business or the chief executive office
location without the prior written consent of the Secured Party.


 


3.3.     Title
to Collateral.    Debtor owns all of its property and has good, clear and marketable title thereto, free
and clear of all Liens.


 


3.4.     Collateral
and Perfection.    Neither the Debtor nor, to the best of the Debtor’s knowledge, any
affiliate (as such term is used in Rule 405 under the Securities Act of 1933, as amended (“Affiliates”))
have performed any acts which might prevent the Secured Party from enforcing any of the terms of this Agreement or which
would limit the Secured Party in any such enforcement. No collateral is in the possession of any person (other than Debtor)
asserting any claim thereto or security interest therein. The security interests created hereunder constitute valid security
interests under the Uniform Commercial Code securing the Obligations to the extent that a security interest may be created in
the Collateral.


 


4.         GENERAL
OBLIGATIONS OF DEBTOR.


 


4.1.      Financing
Statements.    Debtor agrees to execute one or more financing statements, to pay the cost of filing the
same in all public offices wherever filing is required by applicable law to perfect a security interest or is deemed by the Secured
Party to be necessary or desirable and to execute such other documents as the Secured Party shall reasonably request (whether
or not required by applicable law).


 


4.2.      Intentionally deleted.


 




    	 



    	 



    

 


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4.3.     Inspection.    Debtor
will keep accurate and complete records of the Collateral, neither Debtor nor any Affiliates shall move the Collateral without
notice to the Secured Party and the Secured Party or any of its agents shall have the right to inspect the Collateral wherever
located and to visit Debtor’s place or places of business, at reasonable intervals during business hours without Debtor’s
or any Affiliate’s hindrance or delay, to inspect, audit, check and make extracts from any copies of books, records, journals,
orders, receipts and correspondence that relate to the Collateral or to the general financial condition of Debtor or any Affiliate.


 


4.4.      Negative
Pledge.    Other than as expressly permitted in the Credit Facility Agreement, the Debtor will not assign
any accounts or other Collateral to any person other than the Secured Party, nor create or permit to be created any lien, encumbrance
or security interest of any kind on any Collateral other than for the benefit of the Secured Party, nor grant or permit to be
granted any corporate guaranty other than for the benefit of the Secured Party, unless authorized by the Secured Party in writing,
except for the security interests contemplated herein in connection with granting of the loans evidenced by the Credit Facility
Agreement and the Note.


 


4.5.      Existence;
Perfection.    Debtor will maintain its corporate existence in good standing, comply with all laws and
regulations of the United States or any state or political subdivision thereof, or of any governmental authority (domestic or
foreign) which may have jurisdiction over it or its business. Debtor will not change its name, identity or corporate structure
in any manner unless it shall have given the Secured Party prior notice thereof. Debtor will not establish or change the location
of its chief executive office or its chief place of business or the locations where it keeps or holds any Collateral or records
relating thereto or in any event change the location of any Collateral if such change would cause the security interests hereunder
to lapse or cease to be perfected.


 


4.6.     
Taxes.    Debtor will pay all real and personal property taxes, assessments and charges as well as
all franchise, income, unemployment, old age benefit, withholding, sales and other taxes assessed against it, or payable by it
at such times and in such manner as to prevent any penalty from accruing or any lien or charge from attaching to its property,
and will furnish the Secured Party upon request, receipts or other evidence that deposits or payments have been made.


 


4.7.      Sales.    Debtor
will not sell or dispose of any of its assets, including the Collateral, except in the ordinary and usual course of its business
consistent with past practices.


 


4.8.      Continuing
Representations.    The warranties and representations made by Debtor in this Agreement are continuing.
In the event that any obligation, representation or warranty is no longer true or correct, Debtor will immediately notify the
Secured Party in writing.


 


5.          DEFAULT.     The
Debtor shall be in default under this Agreement and the Note upon the happening of any of the following events or conditions,
without demand or notice (which events of default shall be in addition to the events of default set forth in the Credit Facility
Agreement):


 




    	 



    	 



    

 


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5.1.      Material loss or theft, material
damage or destruction or unauthorized sale or encumbrance of any portion of the Collateral, or the making of any levy on, or seizure
or attachment of a material portion of the Collateral; or


 


5.2.      The occurrence of an event of default under the
Credit Facility Agreement.


 


6.         SECURED
PARTY RIGHTS UPON DEFAULT.   The Secured Party shall upon the occurrence of a default hereunder and at
any time thereafter, without presentment, demand, notice, protest or advertisement of any kind have the following rights in addition
to all other rights hereunder or under any other agreement, document or instruments executed between the Debtor and the Secured
Party:


 


6.1.      Acceleration.     The
Secured Party may make all Obligations under this Agreement, the Credit Facility Agreement and/or the Note immediately due and
payable without presentment, demand, protest, hearing or notice of any kind and may exercise the rights of a secured party under
law or under the terms of this Agreement.


 


6.2.      Possession.    The
Secured Party may enter and take possession of all Equipment, Inventory and other Collateral and the premises on which they are
located, and in the Secured Party sole discretion operate and use Debtor’s equipment, whether or not Collateral hereunder,
complete work in process, and sell, lease or license the Collateral to third persons or associations without being liable to Debtor
on account of any losses, damage or depreciation that may occur as a result thereof so long as such Secured Party shall act in
good faith; and at Secured Party option and without notice to Debtor (except as specifically herein provided) the Secured Party
may sell, lease, assign and deliver the whole or any part of the Collateral, or any substitute therefor or any addition thereto,
at public or private sale, for cash, upon credit, or for future delivery, at such prices and upon such terms as such Secured Party
deems advisable, including without limitation, the right to sell or lease in conjunction with other property, real or personal,
and allocate the sale or lease proceeds among the items of property sold without the necessity of the Collateral being present
at any such sale or lease, or in view of prospective purchasers thereof Secured Party shall give Debtor at least ten (10) days’
notice by hand delivery at or by United States certified mail, postage prepaid (in which event notice shall be deemed to have
been given when so delivered), to the address specified herein, of the time and place of any public or private sale or other disposition
unless the Collateral is perishable, threatens to decline speedily in value, or is the type customarily sold in a recognized market,
in which case no notice shall be required. Upon such sale, Secured Party may become the purchaser of the whole or any part of
the Collateral, discharged from all claims and free from any right of redemption. In case of any such sale by Secured Party of
all or any of said Collateral on credit or for future delivery, property so sold may be retained by the Secured Party until the
selling price is paid by the purchaser. The Secured Party shall incur no liability in case of the failure of the purchaser to
take up and pay for the property so sold. In case of any such failure, the said property may again be sold.


 


6.3.      Power
of Attorney and Notification. If an event of default has occurred and is continuing, at Debtor’s expense, Secured
Party in their own name or in the name of others may communicate with account debtors in order to verify with them to the Secured
Party’s satisfaction the existence, amount and terms of any accounts or contract rights and also notify account debtors


 




    	 



    	 



    

 


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that Collateral has been assigned to Secured Party
and that payments shall be made directly to Secured Party. If an event of default has occurred and is continuing, upon request
of Secured Party, Debtor will so notify such account debtors and will indicate on all billings to such account debtors that their
accounts must be paid to the Secured Party. If an event of default has occurred and is continuing, Debtor does hereby appoint the
Secured Party and its agents as Debtor’s attorney-in-fact: to collect, compromise, endorse, sell or otherwise deal with the Collateral
or proceeds thereof in its own name or in the name of the Debtor; to endorse the name of Debtor upon any notes, checks, drafts,
money orders, or other instruments, documents, receipts or Collateral that may come into its possession and to apply the same in
full or part payment of any amounts owing to the Secured Party; to sign and endorse the name of Debtor upon any documents, instruments,
drafts against account debtors, assignments, verifications and notices in connection with Accounts, and any instrument or document
relating thereto or to Debtor’s rights therein; and to give written notice to any office and officials of the United States Post
Office to effect such change or changes of address that all mail addressed to Debtor may be delivered directly to Secured Party.
If an event of default has occurred and is continuing, Debtor hereby grants to its said attorney-in-fact full power to do any and
all things necessary to be done in and about the premises as fully and effectually as Debtor might or could do, and hereby ratifies
all that its attorney-in-fact shall lawfully do or cause to be done by virtue hereof This power of attorney is coupled with an
interest and is irrevocable for the term of this Agreement for all transactions hereunder and thereafter as long as the Debtor
may be indebted to any Secured Party under the Note or the Credit Facility Agreement.


 


6.4.      Application
of Proceeds.    Any and all proceeds of any Collateral realized or obtained by Secured Party upon exercise
of its rights and remedies hereunder, shall be applied, after payment of any and all costs and expenses, fees and commission and
taxes of such sale, collection or other realization, in accordance with the following:


 


(a)        With respect to
any surplus proceeds of any Collateral then remaining, to the payment of the Obligations, including any interest thereon, and any
costs, fees or expenses incurred in connection with the administration, collection or enforcement thereof, including, without limitation,
reasonable attorney’s fees and other professionals’ out of pocket costs and fees, proportionately to the respective amounts then
due and owing under their respective claims until payment and satisfaction in full thereof; and


 


(b)       Any surplus remaining
after application as provided in paragraph (a) above, shall be paid to the Debtor, or its successors or assigns, or to whomsoever
may be lawfully entitled to receive the same.


 


7.          DEBTOR’S
OBLIGATION TO PAY EXPENSES OF SECURED PARTY.  Debtor shall pay to Secured Party on demand any and all expenses
(including, but not limited to, fees and expenses (including all reasonable attorneys fees), and all other expenses of like or
unlike nature) that may be incurred or paid by Secured Party to obtain or enforce payment of any account against the account debtor,
Debtor or any guarantor or surety of or in the prosecution or defense of any action or concerning any matter growing out of or
connected with the subject matter of this Agreement, the Obligations, the Collateral or any of Secured Party’s rights or


 









    	 



    	 



    

 


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interests therein or thereto. All such expenses
may be added to the principal amount of any indebtedness owed by Debtor to the Secured Party shall constitute part of the Obligations
secured hereby.


 


8.         INDEMNIFICATION.    The
Debtor agrees to indemnify and hold harmless the Secured Party and each of its officers, directors, agents, advisors and employees
from and against any and all claims, damages, liabilities, costs and expenses (including without limitation, reasonable fees,
expenses and disbursements of counsel) that may be incurred by or asserted against the Secured Party in connection with or arising
out of any investigation, litigation or proceeding, whether threatened or initiated, relating to the Collateral or this Agreement,
whether or not the Secured Party is a party thereto; provided however, that the Debtor shall not be required to indemnify any
such person from or against any portion of such claims, damages, liabilities or expenses found by final judgment after all appeals
by a court of competent jurisdiction to have arisen out of gross negligence or willful misconduct of such person.


 


9.         CONTINUOUS
PERFECTION.    The Debtor will not change its name, identity or corporate structure in any manner
and will not change its principal place of business or chief executive office or the places where it keeps the Collateral or the
records concerning the Collateral, unless and until it obtains the written consent of the Secured Party to any such change. If
the Secured Party grants its consent to any such change, the Debtor will take all action necessary or appropriate in the Secured
Party’s sole discretion to amend each financing statement or continuation statement and otherwise to cause the Secured Party
to continue to maintain its first perfected lien on, and security interest in, the Collateral.


 


10.       WAIVERS.    Debtor
waives demand, presentment, protest, notice of nonpayment and all other notices. No delay or omission by any Party in exercising
any rights shall operate as a waiver of such right or any other right. Waiver on any one occasion shall not be construed as a
bar to or waiver of any right or remedy on any future occasion. Secured Party rights and remedies, whether evidenced hereby or
by any other agreement, instrument or paper, shall be cumulative and may be exercised singularly or concurrently.


 


11.       FURTHER
ASSURANCES.    The Debtor, at its own expense, shall do, make, execute and deliver all such additional
and further acts, deeds, assurances, documents, instruments and certificates as Secured Party reasonably require, including, without
limitation, (a) executing, delivering and filing financial statements and continuation statements under the Uniform Commercial
Code as applicable in any relevant jurisdiction, (b) obtaining governmental and other third party consents and approvals, and
(c) obtaining waivers from mortgagees and landlords.


 


12.       CHOICE
OF LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS (AND NOT
THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK.


 


13.       WAIVER
OF JURY TRIAL.  THE DEBTOR HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY,
ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY


 




    	 



    	 



    

 


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WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS
AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER, THEREUNDER.


 


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IN WITNESS WHEREOF, the parties hereto
have signed this Agreement as of the day and year first above written.


 








	 	DEBTOR:
	 	 
	 	MAJESCOMASTEK INC.
	 	 	 
	 	By:	/s/ Mrinal Sattawalla
	 	 	Name: Mrinal Sattawalla
	 	 	Title: DIRECTOR
	 	 	 
	 	SECURED PARTY:
	 	 
	 	ICICI BANK LIMITED
	 	NEW YORK BRANCH
	 	 	 
	 	By:	/s/ Ashish Bafna
	 	Name: Ashish Bafna
	 	Title: ASST. GENERAL MANAGER
	 	 
	 	Address:
    500 Fifth Avenue, 28th Floor
	 	New York, NY 10110
	 	Facsimile Number: