Exhibit
10.25


 


THIS
AGREEMENT is dated the 14th day of January 2015


 


BETWEEN:


 


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;


 


AND


 


Punjab
National Bank (International) Limited Incorporated and registered in England & Wales having its registered office at 1 Moorgate,
London EC2R 6JH (Company Number 05781326) (hereinafter referred to as the “Bank”) which expression shall include its
successors;


 


WHEREAS


 


		(1)	The Borrower approached the Bank
                                         seeking facility to be utilised solely for the purpose of financial requirements of the
                                         Borrower.



 


		(2)	The Bank and the Borrower entered
                                         into terms and conditions, contained in a Facility Letter dated 09th January 2015 which
                                         provided the broad terms and conditions agreed between the Bank and the Borrower in connection
                                         with the proposed facility.



 


NOW
IT IS HEREBY AGREED as follows:


 


		1.	Amount:



 


A
maximum of USD 03.00 Million (Three Million United States Dollars) (“the Facility”)


 


		2.	Purpose.:



 


For
aquisition of assets and business of Agile Technologies LLC-USA


 


		3.	Term:



 


As
per the maturity of SBLC, tentative period - 3 years, with rollover option at the end of tenor subject to renewal of SBLC and
renegotiation of interest rates..


 


		4.	Interest



 


		•	Interest shall be chargeable
                                         at 6M LIBOR+275bps



		•	Interest for six months to be
                                         deposited as advance interest



		•	Interest to be paid on half yearly
                                         basis and first interest payment will be made at the end of the first half year from
                                         the date of disbursement.



		•	Loan draw down will be USD 03.00
                                         Mn less 6months interest rate deducted in advance.



 


		4.1	Accounts which are not conducted
                                         in accordance with the terms of the Facility will be subject to a surcharge of 3.00%
                                         per month over the agreed rate as set out in 4.1 above



 


		4.2	Without prejudice to its rights
                                         under 4.1 above the Bank reserves the right to vary the Margin over Libor specified in
                                         this Agreement if in its reasonable opinion it perceives a change in the risk associated
                                         with the Facility and/or there has been a breach of the terms of this Agreement.



 




    	 



    	 



    

 


		5.	Fees / Charges



		•	Solicitors’ fee for
                                         documentation to be borne by the borrower.



		•	Any other out of pocket expenses/charges
                                         to be borne by the borrower.



		•	The advance is with recourse
                                         to the company and payable on demand along with interest on event of default.



 


		6.	I. Repayment



 


		6.1	The Facility is repayable 10 days
                                         before the maturity of SBLC.



 


		6.2	Interest to be paid on half yearly
                                         basis.



 


		6.3	The Borrower shall make all payments
                                         to be made by it without any Tax deduction, unless a Tax deduction is required by law.
                                         Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature
                                         (including any penalty or interest payable in connection with any failure to pay or any
                                         delay in paying any of the same).



 


Loan
draw down will be USD 03.00 Mn less the 6 months interest deducted in advance.


 


		6.4	The Borrower shall promptly upon
                                         becoming aware that it must make a Tax deductions notify the Bank accordingly. If a Tax
                                         deduction is required by law to be made by the Borrower, the amount of the payment due
                                         from the Borrower shall be increased to an amount which (after making any Tax deduction)
                                         leaves an amount equal to the payment which would have been due if no Tax deduction had
                                         been required.



 


		6.5	The Borrower shall (within three
                                         business days of demand by the Bank) pay to the Bank an amount equal to the loss, liability
                                         or cost which the Bank determines will be or has been (directly or indirectly) suffered
                                         for or on account of a Tax of any nature by the Bank in respect of the Agreement, each
                                         utilisation request, a Facility extension request or the SBLC document.



 


II.
Prepayment


 


		6.5.1	Permitted at one week notice.
                                         However, prepayment should be in multiple of USD 500,000. The Borrower may only do this
                                         if:



 


		6.5.2	the notice specifies the amount
                                         of the prepayment;



 


		6.5.3	the data of the prepayment is
                                         at least one week from the date of the notice;



 


		6.5.4	the prepayment does not result
                                         in an Event of Default or potential Event of Default; and



 


		6.5.5	the prepaid sum is in a multiple
                                         of USD 500,000/-



 


		7.	Security



 


The
following documentation and security is to be provided prior to drawdown of the Facility:


 


		7.1	SBLC issued from YES Bank in an
                                         approved format.



 


		7.2	Board Resolution
                                         of the Borrower authorising the borrowing and the execution of the documents.



 


		7.3	The Facility Agreement duly accepted
                                         by the Borrower.



 


		8.	Availability



 


		8.1	The Facility shall be made available
                                         to the Borrower after the Bank has received the following in form and substance satisfactory
                                         to it:



 




    	 



    	 



    

 


		8.1.1	Documentation and security items
                                         as set out in 7 above fully perfected;



 


		8.1.2	Completion by the Borrower of
                                         all account opening mandates incorporating specimen signatures of each of the persons
                                         nominated to operate the Facility and all necessary KYC and supporting documentation
                                         required by the Bank.



 


		8.2	The Facility shall be available
                                         for utilisation by the Borrower during the Term in one single instalment or in number
                                         of instalments not exceeding five instalments during the Term.



 


		8.3	The Borrower shall give 3 working
                                         days notice to the Bank for each utilisation of the Facility.



 


		8.4	The Facility may be available for
                                         utilisation by the Borrower for a period exceeding the Term at the Banks discretion provided
                                         that it does not exceed the expiry date of the SBLC referred to in clause 7.1 above and
                                         term of each such loan not exceeding 12 months.



 


		9.	Representation and Warranty



 


The
Borrower represents and warrants that no litigation, arbitration or proceeding is taking place, pending, or to the best of the
Borrower’s knowledge, threatened against the Borrower or any of the Borrowers’ assets and there are no facts known
to the Borrower which may have a material adverse effect on its financial condition or its ability to perform the Borrower’s
obilgations under this Agreement.


 


		10.	Undertakings



 


The
Borrower agrees:


 


		10.1	to give the Bank notice in writing
                                         immediately upon becoming aware of the occurrence of any event or circumstance, (including,
                                         without limitation, any Event of Default or potential Event of Default) which may materially
                                         and adversely affect the Borrower’s ability to perform its obligations under this
                                         Agreement.



 


		10.2	to procure that all consents,
                                         licences, approvals and authorisations (if any) as may be required under any applicable
                                         law by the Borrower for the continued performance of its obligations under this Agreement
                                         are obtained and maintained in full force and effect;



 


		10.3	to pay all legal and other costs
                                         relating to the Facility including but without limitation the cost of negotiation, preparation
                                         and completion of this Agreement and any security documentation, any charges of the Bank
                                         as set out in any schedule of charges issued by the Bank from time to time, the costs
                                         of enforcement of the Borrower’s liabilities and of the protection and realisation
                                         of security which shall all be payable on a full indemnity basis by the Borrower, whether
                                         or not the Borrower draws down the Facility.



 


		11.	Events of Default



 


		11.1	Defaults



 


Each
of the following shall constitute an Event of Default:


 


		(a)	the Borrower fails to pay any sum
                                         due from the Borrower under the Facility at the time in the currency and in the matter
                                         stipulated in this Agreement; or



 


		(b)	the Borrower commits any breach
                                         or omits to observe any of the Borrower’s obligations under this Agreement; or



 


		(c)	any representation or statement
                                         made to the Bank in connection with this Agreement proves to have been incorrect or misleading
                                         in any material respect when made or deemed to be made or, if repeated, at any time by
                                         reference to



 




    	 



    	 



    

 


the
facts or circumstances subsisting at the time, would no longer be true and correct in all material respects; or


 


		(d)	any proceedings are started or
                                         any steps are taken for an order to be made in relation to the bankruptcy of the Borrower
                                         or any guarantor or any person who has granted security under 7 above or for the appointment
                                         of a receiver or similar officer of any of its revenues and assets or the Borrower or
                                         any guarantor or any person who has granted security under 7 above is unable to pay its
                                         debts within the meaning of section 123 or 268 of the Insolvency Act 1986; or



 


		(a)	any distress or other execution
                                         is levied or enforced or sued out upon or against any property of the Borrower or any
                                         guarantor or any person who has granted security under 7 above; or



 


		(f)	the Borrower or any guarantor or
                                         any person who has granted security under 7 above suspends or ceases or threatens to
                                         suspend or cease to carry on business or (except in the course of trade) it sells, leases,
                                         transfers or otherwise disposes of or threatens to dispose of all or any substantial
                                         part of its or their assets (whether by a single transaction or by a series), or all
                                         or any substantial part of its assets are seized or appropriated by or on behalf of any
                                         governmental or other authority or are compulsorily acquired; or



 


		(g)	the Borrower or any guarantor or
                                         any person who has granted security under 7 above convenes a meeting or takes any steps
                                         for the purpose of making, or proposes to enter into or make, any composition, assignment
                                         or arrangement for the benefit of its creditors;



 


		(h)	any indebtedness of the Borrower
                                         or any guarantor or any person who has granted security under 7 above in respect of borrowed
                                         moneys (whether in respect of capital or interest) deemed by the Bank in its absolute
                                         discretion to be material is not paid on its due date or becomes capable of being declared
                                         due prior to its stated maturity, or any guarantee or indemnity given by the Borrower
                                         or any guarantor or any person who has granted security under 7 above is not honoured
                                         when due or called upon; or



 


		(i)	any governmental or other consent
                                         or exemption required to enable the Borrower or any guarantor or any person who has granted
                                         security under 7 above to perform its obligations under this Agreement is withdrawn or
                                         modified to a manner unacceptable to the Bank or for any reason it becomes unlawful for
                                         the Borrower or any guarantor or any person who has granted security under 7 above to
                                         perform any of its obligations under this Agreement; or



 


		(j)	the security identified at 7 above
                                         becomes unenforceable or inadequate and the Borrower or any guarantor or any person who
                                         has granted security under 7 above does not provide any replacement or additional security
                                         to the Bank’s satisfaction or if the Bank shall receive notice of the creation
                                         of any further charge encumbrance or disposition relating to the security given for the
                                         Facility or any part thereof and such charge, encumbrance or disposition has been created
                                         without the prior written consent of the Bank; or



 


		(k)	any insurance cover which the Bank
                                         requires to be maintained for the purpose of the Facility is withdrawn, amended or avoided
                                         without the Bank’s prior consent; or



 


		(l)	any event occurs or situation arises
                                         in any jurisdiction other than England which has a substantially similar effect to any
                                         of the events specified in (d)-(g) above.



 


		12.	Acceleration



 


On
or at any time after the occurrence of an Event of Default (which is still continuing), the Bank may at any time with immediate
effect serve a notice on the Borrower to:


 




    	 



    	 



    

 


		(a)	cancel
                                         the Facility and require the Borrower immediately to repay the Facility together with
                                         accrued interest and all other sums payable under this Agreement, whereupon the same
                                         shall become immediately due and payable whereupon no further utilisation may be made
                                         of the facility;



 


		(b)	require
                                         repayment of all monies outstanding (whether or not then otherwise due) under the Facility.



 


		13.	Change in
                                         Law



 


If for any reason it becomes unlawful
or impossible for the Bank to make, maintain or fund the Facility or give effect to its obligations as contemplated by this Agreement,
or any of the obligations expressed as being assumed by the Borrower under this Agreement is not or ceases to be valid, legal,
binding and enforceable against the Borrower in accordance with its terms, then the Bank’s obligations under this Agreement
shall terminate and the Bank may by written notice cancel the Facility and require the Borrower immediately to repay the Facility
together with accrued interest and all other sums payable under this Agreement, whereupon the same shall become immediately due
and payable.


 


		14.	Increased
                                         Costs



 


The Borrower shall forthwith upon
demand pay to the Bank the amount of any increased cost incurred by the Bank in funding, maintaining or performing its obligations
under the Facility as a result of any change in the interpretation or application of any law, regulation, directive or official
request.


 


		15.	Stamp Duties



 


The Borrower agrees to pay all stamp
duty, registration and similar taxes or charges which may be payable in connection with the acceptance, delivery, performance
or enforcement of the Facility and to indemnity the Bank against any and all liabilities including penalties with respect to or
resulting from any delay or omission to pay any such stamp, registration and similar taxes or charges.


 


		16.	Currency
                                         Indemnity



 


The Borrower agrees to indemnify
the Bank against any loss incurred by it as a result of any judgment or order being given or made for the payment of any amount
due under the Facility and such judgment or order being expressed in a currency other than that in which the payment was due and
as a result of any variation having occurred in the rates of exchange between the date of any such amount becoming due hereunder
and the date of actual payment thereof.


 


		17.	Set-Off



 


The Bank may set off any obligation
due from the Borrower under this Agreement against any obligation owed by the Borrower regardless of the place of payment, booking
bank or currency of either obligation. If the obligations are in different currencies, the Bank may convert either obligation
at a market rate of exchange in its usual course of business for the creation of the set-off.


 


		18.	Proper Law



 


		18.1	The
                                         Agreement is governed by and shall be construed in accordance with English Law.



 


		18.2	The
                                         Borrower hereby agrees for the benefit of the Bank and without prejudice to the right
                                         of the Bank to take proceedings before any other court of competent jurisdiction, that
                                         the courts of England shall have jurisdiction to hear and determine any suit, action
                                         or proceeding that may arise out of or in connection with this Agreement and for such
                                         purposes the Borrower submits to the jurisdiction of such courts.



 




    	 



    	 



    

 


		19.	Severance



 


Every provision contained in this
Agreement shall be severable and distinct from every other provision and if at any time any provision of this Agreement is or
becomes invalid, illegal or unenforceable in any respect under any law of any jurisdiction, the validity, legality and enforceability
of the remaining provisions of this Agreement and the validity, legality and enforceability of those provisions under the law
of other jurisdictions shall not in any way be affected thereby.


 


		20.	Assignments and Successors



 


		20.1	The agreement evidenced by this
                                         Agreement shall ensure to the benefit of the Bank and its successors
                                         and assigns from time to time including, without limitation, any entity with which the
                                         Bank may merge or amalgamate or by which it may be absorbed or to which it may transfer
                                         all or any part of its undertaking or assets, and any change in the Bank’s constitution
                                         or any merger, amalgamation, absorption or transfer
                                         shall not prejudice or affect its rights under this Agreement in any respect. The Bank
                                         may disclose to a potential assignee or transferee                                         or to any other person who may propose entering into contractual relations with the Bank
                                         in relation to the Agreement such information about the Borrower and this Facility as
                                         it considers appropriate.



 


		20.2	The Borrower is not entitled to
                                         assign, transfer or novate all or any part of his or her rights or obligations under
                                         this Agreement without the prior written consent of the Bank.



 


		21.	Non-Waiver



 


No failure by the Bank to exercise
and no delay by the Bank in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor
shall any single or partial exercise of any right, power or privilege preclude any other or further exercise therefore or the
exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive
of any rights or remedies provided by law.


 


		22.	Contracts (Rights of Third Parties)
                                         Act 1999



 


The Borrower and the Bank do not
intend that any term of this Agreement shall be enforceable solely by virtue of The Contracts (Third Parties) Act 1999 by any
person who is not a party to this Agreement.


 


		23.	Notices



 


		23.1	Any demand or notice on the Borrower
                                         under this Agreement shall be:



 


		(a)	in writing signed by an officer
                                         of the Bank and served either by hand, post or by facsimile;



 


		(b)	deemed to have been received in
                                         the case of a letter when delivered personally or five days after it has been put in
                                         the post and, in the case of a fax, at the time of despatch (provided that if the date
                                         of despatch is a Saturday, Sunday or official public holiday in England it shall be deemed
                                         to have been received at the opening of business on the next day banks are open for business
                                         in England.)



 


		(c)	sent to the Borrower at the above-mentioned
                                         address.



 


		24.	Remedies, waivers, amendments and consents



 


		24.1	Any amendment to this Agreement
                                         shall be in writing and signed by, or on behalf of, each party.



 




    	 



    	 



    

 


		24.2	Any
                                         waiver of any right or consent given under this Agreement is only effective if it is
                                         in writing and signed by the waiving or consenting party. It only applies in the circumstances
                                         for which it is given and shall not prevent the party giving it from subsequently relying
                                         on the relevant provision.



 


		24.3	No
                                         delay or failure to exercise any right under this Agreement shall operate as a waiver
                                         of that right.



 


		24.4	No
                                         single or partial exercise of any right under this Agreement shall prevent any further
                                         exercise of the same right or any other right, under this Agreement.



 


		24.6	Rights
                                         and remedies under this agreement are cumulative and do not exclude any rights or remedies
                                         provided by law or otherwise.



 


		25.	Third
                                         party rights



 


		25.1	A person
                                         who is not a party to this agreement cannot enforce or enjoy the benefit of any term
                                         of this agreement under the Contracts (Rights of Third Parties)
                                         Act 1999.



 


		26.	Counterparts



 


		26.1	This
                                         Agreement may be executed in any number of counterparts, and this has the same effect
                                         as if the signatures on the counterparts were on a single copy of the Agreement.



 


IN WITNESS whereof this Agreement has been
entered into the day and year first above written


 


	EXECUTED and DELIVERED as an agreement		)	 
	By Majesco Inc by Mr. Ketan Mehta one of	 	)	 
	its directors in the presence of:	 	)	 





 


	Director
    	/s/
    Ketan Mehta	 


 


	Witness
    signature:  	/s/
    Lori Stanley	 


 


	Witness
    name: 	Lori
    Stanley	 


 


For and on behalf of


Punjab National Bank (International) Limited
by