Exhibit
10.1


 


INDEMNIFICATION
AGREEMENT


 


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


 


WHEREAS, the Company
and Indemnitee recognize the difficulty in obtaining directors and officers liability insurance that fully and adequately covers
directors and officers for their acts and omissions on behalf of the Company and its Subsidiaries;


 


WHEREAS, the Company
and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting officers and directors
to expensive litigation risks that may not be fully covered by liability insurance; and


 


WHEREAS, the Company
desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors
of the Company and to indemnify its officers and directors so as to provide them with the maximum protection permitted by law.


 


NOW, THEREFORE,
the Company and Indemnitee hereby agree as follows:


 


Section 1.          Services
By Indemnitee.  Indemnitee hereby agrees to serve or continue to serve, at the will of the Company, as a director,
officer or key employee of the Company, for as long as Indemnitee is duly elected or appointed, as the case may be, or until Indemnitee
tenders his or her resignation or is removed.  For the avoidance of doubt, the Company’s obligations under this
Agreement shall continue to the extent provided for in this Agreement, notwithstanding that Indemnitee may have ceased to be a
director, officer or key employee of the Company.


 


Section 2.          Indemnification.


 


(a)          Third
Party Proceedings.  In connection with any Proceeding other than those instituted by or in the right of the Company,
the Company shall, to the fullest extent permitted by law, indemnify Indemnitee against any and all Expenses and Liabilities, in
either case, actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf by reason of Indemnitee’s Corporate
Status unless the Company shall establish, in accordance with the procedures described in Section 3 of this Agreement, that Indemnitee
did not act in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the Company, and, with
respect to any criminal Proceeding, that Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.


 


(b)          Proceedings
by or in the Right of the Company.  In connection with any Proceeding instituted by or in the right of the Company,
the Company shall indemnify Indemnitee against any and all Expenses and, to the fullest extent permitted by law, amounts paid in
settlement, in each case to the extent actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf by reason
of Indemnitee’s Corporate Status unless the Company shall establish, in accordance with the procedures described in Section
3 of this Agreement, that


 






    	 



    	 



    

 


Indemnitee did not act in good faith and in a manner Indemnitee reasonably believed to be in the best
interests of the Company and its shareholders, except that no indemnification shall be made in respect of any claim, issue or matter
as to which Indemnitee shall have been adjudged to be liable to the Company in the performance of Indemnitee’s duty to the
Company or any Subsidiary of the Company unless and only to the extent that the court in which such Proceeding is or was pending
shall determine upon application that, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled
to indemnity for Expenses or amounts paid in settlement and then only to the extent that the court shall determine.


 


(c)          Witness
Expenses.  Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of
his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against
all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection therewith.


 


Section 3.          Advancement
of Expenses; Indemnification Procedure.


 


(a)          Advancement
of Expenses.  The Company shall, to the fullest extent permitted by law, advance all Expenses incurred by Indemnitee
in connection with any Proceeding referenced in Section 2(a) or Section 2(b) of this Agreement (but not amounts actually paid in
settlement of any such Proceeding).  Indemnitee hereby undertakes to repay such amounts advanced only if, and to the
extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby.  The
advances to be made hereunder shall be paid by the Company to Indemnitee within 20 days following delivery of a written request
therefor by Indemnitee to the Company.  Advances shall be unsecured and interest free.  Advances shall be made
without regard to Indemnitee’s ability to repay such amounts and without regard to Indemnitee’s ultimate entitlement
to indemnification under the other provisions of this Agreement.  Advances shall include any and all Expenses incurred
pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the
Company to support the advances claimed.


 


(b)          Notice
by Indemnitee.  Indemnitee shall give the Company notice in writing as soon as practicable of any Proceeding in respect
of which Indemnitee intends to seek indemnification or advancement of Expenses hereunder.  Notice to the Company shall
be directed to the General Counsel of the Company at the address shown in Section 17(a) of this Agreement (or such other address
as the Company shall designate in writing to Indemnitee).  The omission by Indemnitee to so notify the Company will not
relieve the Company from any liability that it may have to Indemnitee hereunder or otherwise.


 


(c)          Determination
of Entitlement.


 


(i)          Where
there has been a written notice by Indemnitee for indemnification pursuant to Section 3(b), then as soon as is reasonably
practicable (but in any event not later than 60 days) after final disposition of the relevant Proceeding, the Company shall
make a determination, if and in the manner required by applicable law, with respect to Indemnitee’s entitlement
thereto; provided, however, that, if a Change in Control shall have occurred, the determination shall be made by an
Independent Counsel (selected pursuant to


 






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Section 3(c)(ii)) in a written opinion to the Company’s Board of Directors, a
copy of which shall be delivered to Indemnitee.  If it is so determined that Indemnitee is entitled to
indemnification, payment to Indemnitee shall be made within ten (10) days after such
determination.  Indemnitee shall reasonably cooperate with the person, persons or entity making such
determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons
or entity upon reasonable advance request any documentation or information that is not privileged or otherwise protected from
disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination.  Any
costs or expenses (including reasonable and documented attorneys’ fees and disbursements) actually and reasonably
incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the
Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification).


 


(ii)         If
entitlement to indemnification is to be determined by an Independent Counsel after a Change in Control pursuant to Section 3(c)(i),
such Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company advising it of
the identity of the Independent Counsel so selected.  Within 10 days after such written notice of selection shall have
been received, the Company may deliver to Indemnitee a written objection to such selection; provided, however, that such objection
may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent
Counsel” as defined in Section 14(a) of this Agreement, and the objection shall set forth with particularity the factual
basis of such assertion.  Absent a proper and timely objection, the person so selected shall act as the Independent Counsel.  If
such written objection is so made and substantiated, the Independent Counsel so selected may not serve as the Independent Counsel
unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without
merit.  If, within 20 days after the final disposition of the Proceeding, no Independent Counsel shall have been selected
and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection
which shall have been made by the Company to Indemnitee’s selection of the Independent Counsel and/or for the appointment
as the Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person
with respect to whom all objections are so resolved or the person so appointed shall act as the Independent Counsel under Section
3(c)(i) hereof.  Upon the due commencement of any judicial proceeding, the Independent Counsel shall be discharged and
relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).


 


(iii)        The
Company agrees to pay the reasonable and documented fees and expenses of any Independent Counsel serving under this Agreement.


 


(d)          Presumptions
and Burdens of Proof.


 


(i)          In
making any determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement,
and the Company shall have, to the fullest extent not prohibited by law, the burden of proof to overcome that presumption in connection
with the making of any


 






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determination contrary to that presumption.  Neither the failure of the person, persons or entity
to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper
in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the person,
persons or entity that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a
presumption that Indemnitee has not met the applicable standard of conduct.


 


(ii)         The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a
plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner
that he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


(iii)        For
purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action
is in good faith reliance on the records or books of account of any Enterprise, including financial statements, or on information
supplied to Indemnitee by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for
such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant
or by an appraiser or other expert selected by such Enterprise.  The provisions of this Section 3(d)(iii) shall not be
deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the
applicable standard of conduct set forth in this Agreement.


 


(e)          Notice
to Insurers.  If, at the time of the receipt of a notice of a Proceeding pursuant to Section 3(b) of this Agreement,
the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of
such Proceeding to the insurers in accordance with the procedures set forth in the respective policies.  Thereafter,
the Company shall take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts
payable as a result of such Proceeding in accordance with the terms of such policies. Indemnitee shall reasonably cooperate with
such insurers, including providing to such insurers upon reasonable advance request any documentation or information that is not
privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee.  


 


(f)          Relationship
to Other Sources.  Indemnitee shall not be required to exercise any rights against any other parties (for example,
under any insurance policy purchased by the Company, Indemnitee or any other person or entity) before Indemnitee enforces this
Agreement.  However, to the extent the Company actually indemnifies Indemnitee or advances Expenses, the Company shall
be entitled to enforce any such rights that Indemnitee may have against third parties.  Indemnitee shall assist the Company
in enforcing those rights if the Company pays Indemnitee’s reasonable and documented costs and expenses of doing so.


 






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(g)          Defense
of Claims; Selection of Counsel.


 


(i)          The
Company shall not settle any action, claim, or Proceeding (in whole or in part) that would impose any Expense, judgment, fine,
penalty or limitation on Indemnitee, without Indemnitee’s prior written consent (such consent not to be unreasonably withheld,
conditioned or delayed); provided, however, that, with respect to settlements requiring solely the payment of money either by the
Company or by Indemnitee for which the Company is obligated to reimburse Indemnitee promptly and completely, in either case without
recourse to Indemnitee, no such consent of Indemnitee shall be required.  Indemnitee shall not settle any action, claim
or Proceeding (in whole or in part) that would impose any Expense, judgment, fine, penalty or limitation on the Company without
the Company’s prior written consent.


 


(ii)         In
the event the Company shall be obligated under Section 3(a) of this Agreement to pay the Expenses of any Proceeding against Indemnitee,
the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, which
approval shall not be unreasonably withheld, conditioned or delayed, upon the delivery to Indemnitee of written notice of its election
so to do.  After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by
the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by
Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s
own counsel in any such Proceeding at Indemnitee’s sole cost and expense; and (ii) if (A) the employment of counsel
by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have concluded in good faith that there
may be a conflict of interest between the Company and Indemnitee or between Indemnitee and any other persons represented by the
same counsel, in the conduct of any such defense, or (C) the Company, in fact, shall not have employed counsel to assume the
defense of such Proceeding, then the reasonable and documented fees and expenses of Indemnitee’s counsel shall be at the
expense of the Company.


 


Section 4.          Remedies
of Indemnitee.


 


(a)          In
the event of any dispute between Indemnitee and the Company hereunder as to entitlement to indemnification, contribution or advancement
of Expenses (including where (i) a determination is made pursuant to Section 3(c) of this Agreement that Indemnitee is not
entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 3(a)
of this Agreement, (iii) payment of indemnification pursuant to Section 3(c) of this Agreement is not made within 10 days
after a determination has been made that Indemnitee is entitled to indemnification, (iv) no determination as to entitlement
to indemnification is timely made pursuant to Section 3(c) of this Agreement, or (v) a contribution payment is not made in
a timely manner pursuant to Section 9 of this Agreement), then Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s
entitlement to such indemnification, contribution or advancement.  


 


(b)          In
the event that a determination shall have been made pursuant to Section 3(c) of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding commenced pursuant to this Section 4 shall be conducted in all respects as a de novo
trial on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination.  In any


 






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judicial
proceeding commenced pursuant to this Section 4, the Company shall have the burden of proving Indemnitee is not entitled to indemnification
or advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant
to Section 3(c) of this Agreement adverse to Indemnitee for any purpose.  If Indemnitee commences a judicial proceeding
pursuant to this Section 4, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 3(a)
until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of
appeal have been exhausted or lapsed).


 


(c)          If
a determination shall have been made pursuant to Section 3(c) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 4, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with such determination of Indemnitee’s entitlement to indemnification, or (ii) a
prohibition of such indemnification under applicable law.


 


(d)          The
Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 4 that the procedures and
presumptions of this Agreement are not valid, binding or enforceable and shall stipulate in any such court that the Company is
bound by all the provisions of this Agreement.


 


(e)          The
Company shall indemnify Indemnitee to the fullest extent permitted by law against all Expenses incurred by Indemnitee in connection
with any judicial proceeding brought by Indemnitee for (i) indemnification or advances of Expenses by the Company (or otherwise
for the enforcement, interpretation or defense of his or her rights) under this Agreement or any other agreement, including any
other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Articles
of Incorporation or Amended and Restated Bylaws now or hereafter in effect or (ii) recovery or advances under any directors
and officers liability insurance policy maintained by the Company, regardless of whether Indemnitee ultimately is determined to
be entitled to such indemnification, contribution, advancement or insurance recovery, as the case may be; provided, however, that
this Section 4(e) shall not apply if, as part of such judicial proceeding, the court of competent jurisdiction determines that
the material assertions made by Indemnitee as a basis for such judicial proceeding were not made in good faith or were frivolous.


 


Section 5.          Additional
Indemnification Rights; Nonexclusivity.


 


(a)          Scope.  Notwithstanding
any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted
by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement,
the Company’s Amended and Restated Articles of Incorporation, the Company’s Amended and Restated ByLaws or by
statute.  In the event of any change, after the date of this Agreement, in any applicable law, statute or rule that
expands the right of a California corporation to indemnify a member of its or a Subsidiary’s Board of Directors or an
officer, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and the Company’s
obligations, under this Agreement.  In the event of any change in any applicable law,


 






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statute or rule that narrows
the right of a California corporation to indemnify a member of the Board of Directors or an officer of the Company or a Subsidiary,
such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no
effect on this Agreement or the parties’ rights and obligations hereunder.


 


(b)          Nonexclusivity.  The
rights of indemnification, contribution and advancement of Expenses as provided by this Agreement shall not be deemed exclusive
of any rights to which Indemnitee may be entitled under the Company’s Amended and Restated Articles of Incorporation, its
Amended and Restated ByLaws, any agreement, any vote of shareholders or disinterested directors, the General Corporation Law of
the State of California, or otherwise, both as to action in Indemnitee’s official capacity and as to action or inaction in
another capacity while holding such office.  The indemnification provided under this Agreement shall continue as to Indemnitee
for any action taken or not taken while serving in an indemnified capacity even though Indemnitee may have ceased to serve in such
capacity at the time of any covered Proceeding is commenced.


 


Section 6.          Partial
Indemnification.  If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company
for some or a portion of the Expenses and Liabilities actually or reasonably incurred by Indemnitee in any Proceeding, but not,
however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses and
Liabilities to which Indemnitee is entitled.


 


Section 7.          Mutual
Acknowledgment.  Both the Company and Indemnitee acknowledge that, in certain instances, Federal law or applicable
public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise.  Indemnitee
understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake
with the U.S. Securities and Exchange Commission to submit the question of indemnification to a court for a determination of the
Company’s right under public policy to indemnify Indemnitee.


 


Section 8.          Directors
and Officers Liability Insurance.  The Company, from time to time and in its sole and absolute discretion, shall
make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies
of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses from
wrongful acts or to ensure the Company’s performance of its indemnification obligations under this Agreement.  Among
other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by
such coverage.  In all policies of directors and officers liability insurance, Indemnitee shall be named as an insured
in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s
directors, if Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a director of the Company but
is an officer.  Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance
if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance
are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so
as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a Subsidiary or parent of
the Company.


 






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Section 9.         Contribution.  To
the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, may contribute to the amount incurred by Indemnitee,
whether for Liabilities and/or for Expenses, in connection with any Proceeding relating to an indemnifiable event under this Agreement,
in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect
(1) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving
rise to such Proceeding; and (2) the relative fault of the Company (and its directors, officers, employees and agents) and
Indemnitee in connection with such event(s) and/or transaction(s).


 


Section 10.         No
Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect
of any Expenses or Liabilities to the extent Indemnitee has otherwise received payment under any insurance policy, the Company’s
organizational document, other indemnity provisions or otherwise of the amounts otherwise indemnifiable by the Company hereunder.


 


Section 11.         Severability.  Nothing
in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation
of applicable law.  The Company’s inability, pursuant to court order or applicable law, to perform its obligations
under this Agreement shall not constitute a breach of this Agreement.  The provisions of this Agreement shall be severable
as provided in this Section 11.  If this Agreement or any portion hereof shall be invalidated on any ground by any court
of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full extent permitted by any applicable
portion of this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable
in accordance with its terms.


 


Section 12.         Exceptions.  Any
other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:


 


(a)          Excluded
Acts.  To indemnify Indemnitee for any acts or omissions or transactions from which a director, officer, employee
or agent may not be relieved of liability under applicable law; or


 


(b)          Claims
Initiated by Indemnitee.  To indemnify or advance Expenses to Indemnitee with respect to any Proceeding initiated
or brought voluntarily by Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce
a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 317 of
the California General Corporation Law, but such indemnification or advancement of Expenses may be provided by the Company in specific
cases if the Company’s Board of Directors has approved the initiation or bringing of such Proceeding; or


 


(c)          Lack
of Good Faith.  To indemnify Indemnitee for any Expenses incurred by the Indemnitee with respect to any Proceeding
instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that the material
assertions made by the Indemnitee in such Proceeding were not made in good faith or were frivolous; or


 






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(d)          Insured
Claims.  To indemnify Indemnitee for Expenses or Liabilities that have been paid directly to Indemnitee by an insurance
carrier under a policy of directors and officers liability insurance maintained by the Company; or


 


(e)          Claims
under Section 16(b).  To indemnify Indemnitee for Expenses and the payment of profits arising from the purchase and
sale by Indemnitee of securities in violation of Section 16(b) of the Exchange Act or any similar successor statute; or


 


(f)          Claims
under Sarbanes-Oxley Act of 2002.  To indemnify Indemnitee for any reimbursement of the Company by Indemnitee of
any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities
of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting
restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002, or the payment to the Company of profits
arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act of 2002).


 


Section 13.         Effectiveness
of Agreement.  This Agreement shall be effective as of the date set forth on the first page and shall apply to acts
or omissions of Indemnitee which occurred prior to such date if Indemnitee was serving in any Corporate Status at the time such
act or omission occurred.


 


Section 14.         Construction
of Certain Phrases.


 


(a)          As
used in this Agreement:


 


“Change of Control”
means any one of the following circumstances occurring after the date hereof: (i) there shall have occurred an event required
to be reported with respect to the Company in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any
similar item or any similar schedule or form) under the Exchange Act, regardless of whether the Company is then subject to such
reporting requirement; (ii) any “person” or “group” (as such terms are used in Sections 13(d) and
14(d) of the Exchange Act) shall have become, without prior approval of the Company’s Board of Directors by approval of at
least a majority of the Continuing Directors, the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s
then outstanding voting securities (provided that, for purposes of this clause (ii), the term “person” shall exclude
(x) the Company and its affiliates, (y) any trustee or other fiduciary holding securities under an employee benefit plan
of the Company, and (z) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company); (iii) there occurs a merger or consolidation of the Company
with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding
immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving
entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board
of directors or other governing body of such surviving entity; (iv) all or substantially all the assets of the Company


 






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are
sold or disposed of in a transaction or series of related transactions; or (v) the approval by the stockholders of the Company
of a complete liquidation of the Company.


 


“Continuing Director”
means (i) each director on the Company’s Board of Directors on the date hereof or (ii) any new director whose election
or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then
still in office who were directors on the date hereof or whose election or nomination was so approved.


 


“Corporate Status”
means the status of a person who is or was a director, officer, trustee, general partner, managing member, fiduciary, board of
directors’ committee member, employee or agent of the Company or of any other Enterprise.


 


“Enterprise”
means the Company, any Subsidiary and any other corporation, limited liability company, partnership, joint venture, trust, employee
benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee,
general partner, managing member, fiduciary, board of directors’ committee member, employee or agent.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Expenses”
means all direct and indirect costs (including without limitation attorneys’ fees, retainers, court costs, transcripts, fees
of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery
service fees, and all other disbursements or expenses) reasonably and actually incurred in connection with (i) prosecuting,
defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in,
a Proceeding or (ii) establishing or enforcing a right to indemnification under this Agreement, the Company’s Amended
and Restated Articles of Incorporation or Amended and Restated ByLaws, applicable law or otherwise.  Expenses also shall
include Expenses incurred in connection with any appeal resulting from any Proceeding, including the premium, security for, and
other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent.  For the avoidance of
doubt, however, Expenses shall not include any Liabilities.


 


“Independent Counsel”
means a law firm, or a member of a law firm, that is experienced in matters of California corporate law and neither currently is,
nor in the five years prior to its selection or appointment has been, retained to represent (i) the Company or Indemnitee
in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement or of
other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim
for indemnification hereunder.  Notwithstanding the foregoing, the term “Independent Counsel” shall not include
any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 






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“Liabilities”
means any losses or liabilities, including without limitation any judgments, fines, ERISA excise taxes and penalties, penalties
and amounts paid in settlement, arising out of or in connection with any Proceeding (including all interest, assessments and other
charges paid or payable in connection with or in respect of any such judgments, fines, ERISA excise taxes and penalties, penalties
or amounts paid in settlement).


 


“Proceeding”
means any threatened, pending or completed action, derivative action, suit, claim, counterclaim, cross claim, arbitration, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether civil (including intentional and unintentional tort claims), criminal, administrative or investigative, including any appeal
therefrom, and whether instituted by or on behalf of the Company or any other party, or any inquiry or investigation that Indemnitee
in good faith believes might lead to the institution of any such action, suit or other proceeding hereinabove listed in which Indemnitee
was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of any Corporate Status of Indemnitee,
or by reason of any action taken (or failure to act) by him or her or of any action (or failure to act) on his or her part while
serving in any Corporate Status.


 


(b)          For
purposes of this Agreement:


 


References to “Company”
shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger that, if its separate existence had continued, would have had power and authority to indemnify
its directors, officers, employees or agents, so that, if Indemnitee is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions
of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent
corporation if its separate existence had continued.


 


References to “Subsidiary”
shall include a corporation, company or other entity:


 


(i)          50%
or more of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing
authority) are, or


 


(ii)         that
does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association),
but 50% or more of whose ownership interest representing the right to make decisions for such other entity is,


 


now or hereafter, owned or controlled, directly
or indirectly, by the Company, or one or more Subsidiaries.


 


References to “other
enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed
on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall
include any service as a director, officer, employee or agent of the Company that imposes duties on, or


 






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involves services by, such
director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries.


 


Section 15.         Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall constitute an original.


 


Section 16.         Successors
and Assigns.  This Agreement shall be binding upon the Company and its successors and assigns and shall inure to
the benefit of Indemnitee and Indemnitee’s estate, heirs, legal representatives and assigns.


 


Section 17.         Notice.  All
notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if
delivered by hand or recognized courier and receipted for by the party addressee, on the date of such receipt, (ii) if mailed
by domestic certified or registered mail with postage prepaid, on the fifth business day after the date postmarked, or (iii) if
sent by confirmed facsimile, on the date sent.  Notices shall be addressed as follows:


 


(a)          if
to the Company:


 


Majesco

5 Penn Plaza, 33rd Street & 8th Avenue, 14th Floor

New York, NY 10001

Attention: Ketan Mehta, Chief Executive Officer,

Telephone No.: 646-731-1000

Telecopy No.: 646-674-1392


 


with a copy to (which shall not constitute notice):


 


Pepper Hamilton LLP

620 Eighth Avenue

New York, NY 10018

Attention: Valérie Demont

Telephone No.: 212.808.2745

Telecopy No.: 212.286.9806


 


(b)          if
to Indemnitee, to the address of Indemnitee set forth under Indemnitee’s signature below;


 


or to such other address or attention of such
other person as any party shall advise the other parties in writing.


 


Section 18.         Amendments.  No
supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto.  No
waiver of any of the provisions of this Agreement shall be binding unless in the form of a writing signed by the party against
whom enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other provisions hereof (whether
or not similar), nor shall such waiver


 






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constitute a continuing waiver.  Except as specifically provided herein, no failure
to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.  


 


Section 19.         Rules
of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of
this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities
in an agreement or other document will be construed against the party drafting such agreement or document.


 


Section 20.         Assignment.
Indemnitee may not assign either this Agreement or any of his or her rights, interests, or obligations hereunder without the prior
written approval of the Company.


 


Section 21.         Entire
Agreement. This Agreement and the documents and instruments and other agreements among
the parties hereto as contemplated by or referred to herein, constitute the entire agreement among the parties with respect to
the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof.


 


Section 22.         Consent
to Jurisdiction; Choice of Venue.  The Company and Indemnitee each hereby irrevocably consents to the jurisdiction
of the courts of the State of California and the federal courts within the State for all purposes in connection with any action
or proceeding that arises out of or relates to this Agreement and agrees that any action instituted under this Agreement shall
be brought only in the United States District Court for the Northern District of California and any California State court within
that District.


 


Section 23.         Choice
of Law.  This Agreement shall be governed by and its provisions construed in accordance with the laws of the State
of California as applied to contracts between California residents entered into and to be performed entirely within California.


 


Section 24.         
WAIVER OF JURY TRIAL.  EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.


 




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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first above written.


 


	 	MAJESCO
	 	 	 	 
	 	By:	 	 
	 	 	[_________]	 


 


	AGREED TO AND ACCEPTED:	 	 
	INDEMNITEE:	 	 
	 	 	 	 
	 	 	 	 
	Name:	 	 	 
	 	 	 	 
	Address:	 	 


 






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