Exhibit
10.22


 


[Rs. 100 India Non-Judicial
Stamp Tax Stamp]


[Addresses]


 


GUARANTEE


 


THIS DEED OF GUARANTEE
executed at the place, and on the day, month and year set out in the Schedule hereof by the Guarantors (as defined hereinafter)


 


in favour of


 


ICICI BANK LIMITED,
New York Branch with its office at 500 Fifth Avenue New York, 10110 and amongst others, a branch / office specified in the
Schedule hereof (hereinafter referred to as the “Bank”, which expression shall, unless it be repugnant to the
subject or context thereof, include its successors and assigns).


 


W
H E
R E
A S:


 


(1) By
Facility Agreement made on or about the day, month and year as indicated in the Schedule hereof entered or to be entered into
between the Bank and the borrower, more specifically described in the Schedule hereof (the “Borrower”) (a copy of
which has been made available to the Guarantors), the Bank has agreed to grant / extend to the Borrower and the Borrower has agreed
to avail financial assistances / facilities (the “Facilities”, which expression shall include all modifications
made thereto / renewals, from time to time) upto the amounts specified in the Schedule hereof, on the terms and conditions contained
in the aforesaid facility agreement and the other Transaction Documents.


 


[Seal of Mastek Limited]


 


 




    	 



    	 



    

 


[Rs. 100 India Non-Judicial
Stamp Tax Stamp]


[Addresses]



 


(2) One
of the conditions of the Facility Documents is that the Facilities together with all interest, commission, costs, charges, expenses
and all other monies, including any increase as a result of revaluation / devaluation / fluctuation or otherwise in the rates
of exchange of foreign currencies involved, whatsoever stipulated in or payable under the Facility Documents shall be secured
by, inter alia, guarantee from the Guarantors.


 


(3) The
expression “Guarantors” means the persons named in the Schedule hereof; the expression “Guarantors”
shall, unless it be repugnant to the subject or as the context may permit or require, include, its successors and permitted assigns.
The expression “Guarantors” shall, as the subject or context may permit or require, mean any or each of the
Guarantors.


(4) The
expression “this Guarantee” shall mean and include this guarantee, the documents in relation to security if
any required to be created by the Guarantors, all other related documents; such expression shall also include all amendments made
thereto from time to time.


(5) All
applications, facility agreement, and the other Transaction Documents are hereinafter referred to as the “Facility Documents”;
such expression shall include all amendments made thereto from time to time.


 





[Seal of Mastek Limited]


 


 



 




    	2



    	 



    

 


(6) At the request
of the Guarantors, the Bank has agreed to grant / extend the Facilities to the Borrower.


 


NOW THIS DEED
WITNESSETH AS FOLLOWS:


In consideration of
the Facility extended to the Borrower, the Guarantors hereby unconditionally, absolutely and irrevocably guarantees to and agree
with the Bank as follows:


 


1. The
Bank shall have the sole discretion to permit drawals by the Borrower under the Facilities at such time, on such conditions
and in such manner as the Bank may decide.


 


2.
The Borrower shall duly and punctually repay / pay the Facilities together with
all interest, commission, costs, charges, expenses and all other monies including any increase as a result of revaluation / devaluation
/ fluctuation or otherwise in the rates of exchange of foreign currencies involved, whatsoever stipulated in or payable under
the Facility Documents, and perform and comply with all the other terms; conditions and covenants contained in the Facility Documents.


 


3.(a)
In the event of any default on the part of the Borrower in payment / repayment of any of the moneys referred to Clause 2 above,
or in the event of any default on the part of the Borrower to comply with or perform any of the terms, conditions and covenants
contained in the Facility Documents, the Guarantors shall, upon demand to the Guarantors, forthwith pay to the Bank without demur
all/part of the amounts as demanded by the Bank payable by the Borrower under the Facility Documents. Any such demand made by
the Bank on the Guarantors shall be final, conclusive and binding notwithstanding any difference or any dispute between the Bank
and the Borrower / arbitration or any other legal proceedings, pending before any court, tribunal, arbitrator or any other authority.
The enforcement of this Guarantee in part by the Bank, for any reason whatsoever, shall not amount to discharge of the obligations
of the Guarantor under this Guarantee to the extent of the balance (unenforced) amount(s) of the Guarantee.


 


3.(b)
In the event of failure by the Guarantors to make payment as stated above, the Guarantors shall pay default interest at the same
rate/s as specified in relation to the Facilities for the Borrower till receipt of the aforesaid amounts by the Bank to its satisfaction.


 


4.
The Guarantors shall also indemnify and keep the Bank indemnified against all
losses, damages, costs, claims and expenses whatsoever which the Bank may suffer, pay or incur by reason of or in connection with
any default on the part of the Borrower and/or the Guarantors in performance of their respective obligations under the Facility
Documents and this Guarantee, including legal proceedings taken against the Borrower and/or the Guarantors for recovery of the
moneys referred to in Clauses 2 and 3 above.


 


5.
The Guarantors hereby represent, warrant and confirm that:


(a)
The Guarantors have the competence and power to execute this Guarantee; and


(i)
The Guarantor is a corporation, duly incorporated and validly existing under
the laws of its jurisdiction of incorporation.


(ii)
The Guarantor and each of its subsidiaries namely MajescoMastek USA have the
power to own its assets and carry on its business as it is being conducted.


(b)
(i) The Guarantors have done all acts, conditions and things required to be done,
fulfilled or performed, and all authorisations required or essential for the execution of this Guarantee or for the performance
of the Guarantors’ obligations in terms of and under this Guarantee have been done, fulfilled, obtained, effected and performed
and are in full force and effect and no such authorisation has been, or is threatened to be, revoked or cancelled; and (ii) No
limit on its powers will be exceeded as a result of the giving of guarantees or indemnities contemplated by this Deed.;


(c)
This Guarantee has been duly and validly executed by the Guarantors or on behalf
of the Guarantors and this Guarantee constitutes legal, valid and binding obligations of the Guarantors;


(d)
The entry into, delivery and performance by the Guarantors of, and the transactions
contemplated by, this Guarantee do not and will not conflict : (i) with any law; (ii) with the constitutional documents, if any,
of the Guarantors; or (iii) with any document which is binding upon the Guarantors or on any of their assets;


(e)
All amounts payable by the Guarantors under this Guarantee will be made free
and clear of and without deduction / withholding for or on account of any tax or levy and without any set off;


(f)(i) The execution or entering into by the Guarantors of this Guarantee constitute,
and performance of their obligations under this Guarantee will constitute, private and commercial acts done and performed for
private and commercial purposes; (ii) The Guarantors are not, will not be entitled to, and will not claim immunity for themselves
or any of their assets from suit, execution, attachment or other legal process in any proceedings in relation to this Guarantee;


(g)
The Guarantors’ confirmation on governing law as provided in Clause 24
hereof, is legal, valid and binding on the Guarantors;


(h)
No litigation, arbitration, administrative or other proceedings are pending or
threatened against the Guarantors or their assets, which, if adversely determined, might have an adverse effect in relation to
the Guarantors;


(i)
(i) All information communicated to or supplied by or on behalf of the Guarantors
to the Bank from time to time in a form and manner acceptable to the Bank, are true and fair / true, correct and complete in all
respects as on the date on which it was communicated or supplied; (ii) Nothing has occurred since the date of communication or
supply of any information to the Bank which renders such information untrue or misleading in any respect;


(j)
in the event of any disagreement or dispute between the Bank and the Guarantors regarding the materiality or reasonableness of
any matter including of any event, occurrence, circumstance, change, fact, information, document, authorisation, proceeding, act,
omission, claims, breach, default or otherwise, the opinion of the Bank as to the materiality or reasonableness of any of the
foregoing shall be final and binding on the Guarantors.


(k)
The Guarantor is in compliance with all applicable provisions of the Guarantee Requirements and is permitted to provide the guarantees
and indemnities in accordance with the terms, conditions and provisions of the Guarantee Requirements.


(l)
The Guarantor has adequate net worth for the Guarantor to provide the guarantees and indemnities under this Deed and to enable
it to perform its obligations under this Deed consistent with all applicable laws and regulations including, without limitation,
the ODI Regulations, the Guarantee Requirements or any other RBI guidelines and without requiring the prior


 





[Seal of Mastek Limited]


 


 



 




    	3



    	 



    

 


approval
of the RBI;


(m)
Directors


(a)
No director, managing agent, manager or employee of the Guarantor is a director
of the Bank, and no director of the Bank holds a substantial interest in the Guarantor or any of its Affiliates.


(b)
Except to the extent disclosed, none of the directors of the Guarantor is a director
of a banking company (as defined under the Indian Banking Regulation Act, 1949) or specified near relation (as specified by RBI)
of a director of a banking company or a near relative of any senior officer of ICICI Bank Limited.


(c) No
director, partner, promoter, guarantor, associate of the Guarantor is on any: 


(i) caution
list or specific approval list or other similar list created or maintained by the Export Credit Guarantee Corporation of India
Limited;


(ii)
defaulters or wilful defaulters list or other similar list created or maintained
by the RBI, any other credit information company or the Credit Information Bureau (India) Limited or any other credit information
company;


(iii)
defaulters list or other similar list created or maintained under or pursuant
to the provisions of the Conservation of Foreign Exchange and Prevention of Smuggling Activities Act, 1974; or


(iv)
defaulters list of the Bank.


(d)
No director of the Guarantor is disqualified to hold the office of a director
by virtue of section 274 of the Companies Act, 1956 of India or under any similar legislation in any other jurisdiction


(n)
The Guarantor is not engaged in the real estate business (as that term is defined in the RBI Foreign Exchange Management (Transfer
or issue of any foreign security) Regulations, 2000) or is providing financial services.


(o) Ownership


The Guarantor shall
not without the prior consent of the Bank cease to, directly or indirectly:


(a) own
legally and beneficially 100 per cent of the ordinary issued equity share capital of the Borrower; or


(b) exercise
management control over the Borrower.


(p) Financial statements


(a)
The financial statements of the Guarantor most recently supplied to the Bank
(which, at the date of this Deed, are the original financial statements) were prepared in accordance with GAAP consistently applied
save to the extent expressly disclosed in such financial statements.


(b)
The financial statements most recently supplied to the Bank (which, at the date
of this Deed, are the Original Financial Statements) give a true and fair view and represent its financial condition and operations
during the relevant financial year save to the extent expressly disclosed in such financial statements.


(c)
There has been no adverse change in its business or financial condition since
the date of the financial statements most recently supplied to the Bank.


(q)
      Authorised signatories


Any
person specified as its authorised signatory in any document delivered and/or accepted by any Finance Party in connection with
this Deed or any other Finance Document is authorised to sign all notices on its behalf.(r) There has been no material adverse
change in the Guarantor’s business, condition (financial or otherwise), operations, performance or prospects since March
25, 2011


(s)
The Guarantor shall pay all costs, charges and expenses in any way incurred by the Bank with respect to this Guarantee and such
stamp duty, other duties, taxes, charges and penalties if and when the Guarantor is required to pay according to the laws for
the time being in force


(t)
(i) The Guarantor is able to, and has not admitted its inability to, pay its debts as they mature and has not suspended making
payment on any of its debts. (ii) The Guarantor, by reason of actual or anticipated financial difficulties, has not commenced,
and does not intend to commence, negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.


(iii)
The value of the Guarantor’s assets is more than its respective liabilities (taking
into account contingent and prospective liabilities) and the Guarantor has sufficient capital to carry on its business. (iv) No
moratorium has been, or may, in the reasonably foreseeable future be, declared in respect of any of the Guarantor’s indebtedness.


 


6.
The Guarantors hereby agree that, without the concurrence of the Guarantors,
the Borrower and the Bank shall be at liberty to vary, alter or modify the terms and conditions of the Facility Documents and
in particular to defer, postpone or revise the repayment of the Facilities and/or payment of interest and other monies payable
by the Borrower to the Bank on such terms and conditions as may be considered necessary by the Bank including any increase in
the rate of interest. The Bank shall also be at liberty to absolutely dispense with or release all or any of the security / securities
furnished or required to be furnished to the Bank to secure the Facilities and/or the obligations of the Guarantors under this
Guarantee. The Guarantors agree that the liability under this Guarantee shall in no manner be affected by any such variations,
alterations, modifications, waiver, dispensation with or release of security, and that no further consent of the Guarantors is
required for giving effect to any such variation, alteration, modification, waiver, dispensation with, or release of security.


 


7.
The Bank shall have full liberty, without notice to the Guarantors and without
in any way affecting this Guarantee, to exercise at any time and in any manner any power or powers reserved to the Bank under
the Facility Documents, to enforce or forbear to enforce payment of the Facilities or any part thereof or interest or other moneys
due to the Bank from the Borrower or any of the remedies or securities available to the Bank, to enter into any composition or
compound with or to grant time or any other indulgence or facility to the Borrower, to give / grant temporary or extra overdrafts
or other advances / credit facilities to the Borrower and to appropriate payments made to it by the Borrower towards repayment
/ payment of such overdrafts / advances / credit facilities from time to time and the Guarantors shall not be entitled to question
such appropriation or to require the Bank to appropriate such payments towards previous disbursals under the Facilities so as
to reduce the liability of the Guarantors hereunder on account of any such payments AND the Guarantors shall not be released by
the exercise by the Bank of their liberty in regard to the matters referred to above or by any act or omission on the part of
the Bank or by any other matter or thing whatsoever which under the law relating to sureties would but for this provision have
the effect of so releasing the Guarantors AND the Guarantors hereby waive in favour of the Bank so far as may be necessary to
give effect to any of the provisions of this Guarantee, all the suretyship and other rights which the Guarantors might otherwise
be entitled to enforce. The Guarantors also agree that they will not be entitled to the benefit of subrogation vis-a-vis securities
or otherwise until all the monies due to the Bank under the Facilities are fully repaid / paid to the satisfaction of the Bank.


 





[Seal of Mastek Limited]


 


 



 




    	4



    	 



    

 


8.
This Guarantee shall be enforceable against the Guarantors notwithstanding that
any post-dated cheques, negotiable instruments, security and/or securities comprised in any instrument(s) executed or to be executed
in favour of the Bank shall, at the time when the proceedings are taken against the Guarantors on this Guarantee, be outstanding
or unrealised or lost.


 


9.
The Guarantors hereby agree and give consent to the sale, mortgage on prior,
pari-passu, or subsequent charge basis, release etc., of any of the assets by the Borrower and/or the Guarantors from time to
time as may be approved by the Bank or the transfer of any of the assets of the Borrower and/or the Guarantors from one unit to
the other or to the release or lease out by the Bank any or whole of the assets charged to the Bank / its trustee / nominee on
such terms and conditions as the Bank may deem fit and this may be treated as a standing and continuing consent for each and every
individual act of transfer, mortgage, release or lease of any of such assets of the Borrower and/or the Guarantors. The Guarantors
hereby declare and agree that no separate consent for each such transfer, mortgage, release or lease any of such assets would
be necessary in future.


 


10.
The Guarantors hereby agree and declare that the Borrower will be free to avail
of further loan(s) or other facilities from the Bank or any other person in addition to the Facilities and/or to secure the same
during the subsistence of this Guarantee and in that event the guarantee herein contained will not be affected or vitiated in
any way whatsoever but will remain in full force and effect and binding on the Guarantors.


 


11.
The rights of the Bank against the Guarantors shall remain in full force and
effect notwithstanding any arrangement which may be reached between the Bank and the other guarantor(s), if any, or notwithstanding
the release of that other or others from liability and notwithstanding that any time hereafter the other guarantor(s) may cease
for any reason whatsoever to be liable to the Bank, the Bank shall be at liberty to require the performance by the Guarantors
of their obligations hereunder to the same extent in all respects as if the Guarantors had at all times been solely liable to
perform the said obligations.


 


12.
To give effect to this Guarantee, the Bank may act as though the Guarantors were
the principal debtors to the Bank. Further, The Guarantor waives any right it may have of first requiring the Bank (or any trustee
or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming
from the Guarantor under this Deed. This waiver applies irrespective of any law or any provision of a Finance Document to the
contrary.


 


13.
The Guarantor hereby declares and agrees that it has not received and shall not,
without the prior consent in writing of the Bank receive any security or commission from the Borrower for giving this Guarantee
so long any monies remain due and payable by the Borrower to the Bank under the Facility Documents


 


14.
The Guarantors shall not in the event of the liquidation / insolvency of the
Borrower prove in competition with the Bank in the liquidation / insolvency proceedings.


 


15.
A certificate in writing signed by a duly authorised official of the Bank shall
be conclusive evidence against the Guarantors of the amount for the time being due to the Bank from the Borrower / the Guarantors
in any action or proceeding brought on this Guarantee against the Guarantors.


 


16.
This Guarantee shall not be wholly or partially satisfied or exhausted by any
payments made to or settled with the Bank by the Borrower and shall be valid and binding on the Guarantors and operative until
repayment in full of all moneys due to the Bank under the Facility Documents.


 


17.
This Guarantee shall be irrevocable and the obligations of the Guarantors hereunder
shall not be conditional on the receipt of any prior notice by the Guarantors or by the Borrower and the demand or notice by the
Bank as provided in Clause 23 hereof shall be sufficient notice to or demand on the Guarantors.


 


18.
The liability of the Guarantors under this Guarantee shall not be affected by:
(i) any change in the constitution or winding up of the Borrower / the Guarantors or any absorption, merger or amalgamation of
the Borrower / the Guarantors with any other company, corporation or concern; or (ii) any change in the management of the Borrower
/ the Guarantors or take over of the management of the Borrower / the Guarantors by Central or State Government or by any other
authority; or (iii) acquisition or nationalisation of the Borrower / the Guarantors and/ or of any of its undertaking(s) pursuant
to any law; or (iv) any change in the constitution of the Bank; or (v) bankruptcy / insolvency / death of the Guarantors / the
Borrower; or (vi) the absence or deficiency of powers on the part of the Guarantors to give guarantees and/or indemnities or any
irregularity in the exercise of such powers. The Guarantors undertake not to revoke this Guarantee during the subsistence of the
Facilities and the Facility Documents.


 


19.
This Guarantee shall be a continuing one and shall remain in full force and effect
till such time the Borrower repays / pays in full the Facilities together with all interest, commission, costs, charges, expenses
and all other monies including any increase as a result of revaluation / devaluation / fluctuation or otherwise in the rates of
exchange of foreign currencies involved, whatsoever stipulated in or payable under the Facility Documents.


 


19A
Notwithstanding anything to the contrary stated herein, this Guarantee shall stand discharged after completion of a period of
24 months, from the first drawdown date, and excluding the amount of any interest payable by the Guarantor for failing to timely
make any payments due from it under the Guarantee, the liability of the Guarantor shall not in aggregate exceed USD 5.5 million,
without the prior approval of the Reserve Bank of India.


 


19B
Guarantee Limitations


The
guarantee provided by the Guarantor under this Deed can be provided by the Guarantor under the ‘automatic route’ of the
RBI in terms of the ODI Regulations and the Guarantee Requirements. Further, guaranteeing the Maximum Credit Facility Amount (as
defined in the Facility Agreement), up to the maximum limit of US$ 5.5 (as provided in Clause 19A above) would not cause any guaranteeing
or similar limit binding on the Guarantor to be exceeded.


 





[Seal of Mastek Limited]


 


 



 




    	5



    	 



    

 


20.
The Bank and its group companies shall have the paramount right of set-off and
lien, irrespective of any other lien or charge, present as well as future, on the deposits of any kind and nature (including fixed
deposits) held/ balances lying in any accounts of the Guarantors, whether in single name or joint name(s), and on any monies,
securities, bonds and all other assets, documents and properties held by / under the control of the Bank and/or its group companies
(whether by way of security or otherwise pursuant to any contract entered/ to be entered into by the Guarantors in any capacity),
to the extent of all outstanding dues, whatsoever, arising as a result of any of the Bank’s and/or its group companies’
services extended to and/or used by the Guarantors and/or as a result of any other facilities that may be granted by the Bank
and/or its group companies to the Guarantors. The Bank and/ or its group companies are entitled without any notice to the Guarantors
to settle any indebtedness whatsoever owed by the Guarantors to the Bank and/or its group companies, (whether actual or contingent,
or whether primary or collateral, or whether joint and/or several) hereunder or under any other document/ agreement, by adjusting,
setting-off any deposit(s) and/or transferring monies lying to the balance of any account(s) held by the Guarantors with the Bank
and/or its group companies notwithstanding that the deposit(s)/ balances lying in such account(s) may not be expressed in the
same currency as such indebtedness. The. Bank’s and its group companies’ rights hereunder shall not be affected by the Guarantors’
bankruptcy, death or winding-up. It shall be the Guarantors’ sole responsibility and liability to settle all disputes/ objections
with any such joint account holders.


 


In
addition to the above mentioned right or any other right which the Bank and its group companies may at any time be entitled whether
by operation of law, contract or otherwise, the Guarantors authorise the Bank: (a) to combine or consolidate at anytime all or
any of the accounts and liabilities of the Guarantors with or to any branch of the Bank and/or its group companies; (b) to sell
any of the Guarantors’ securities or properties held by the Bank by way of public or private sale without having to institute
any judicial proceeding whatsoever and retain/appropriate from the proceeds derived there from the total, amounts outstanding
to the Bank and/or it group companies from the Guarantors, including costs and expenses in connection with such sale; and (c)
in case of cross currency set-off, to convert an obligation in one currency to another currency at a rate determined at the sole
discretion of the Bank and/or its group companies. 


 


21.
Any admission or acknowledgement in writing given or any part payment made by
the Borrower in respect of the Facilities shall be binding on the Guarantors and shall be treated as given on behalf of the Guarantors
also.


 


22.
This Guarantee is in addition to and not by way of limitation of or substitution
for, any other guarantee(s) that the Guarantors may have previously given or may hereafter give to the Bank (whether alone or
jointly with other parties) and this Guarantee shall not revoke or limit any such other guarantee(s).


 


23.
Any demand for payment or notice under this Guarantee shall be sufficiently given
if sent by post to or left at the last known address of the Guarantors and such demand or notice shall be assumed to have reached
the addressee in the course of post, if given by post, and no period of limitation shall commence to run in favour of the Guarantors
until after demand for payment in writing shall have been made or given as aforesaid and in proving such demand / notice when
sent by post it shall be sufficiently proved that the envelope containing the demand / notice was posted and a certificate by
any official of the Bank that to the best of his /her knowledge and belief, the envelope containing the said demand / notice was
so posted shall be conclusive as against the Guarantors, even though it was returned unserved on account of refusal of the Guarantors
or otherwise.


 


24.
This Guarantee shall be governed by and construed in accordance with the laws
of India.


 


25.
The Guarantors agree that any legal action or proceedings arising out of this
Guarantee may be brought by the Bank, in its absolute discretion, in any competent court, tribunal or other appropriate forum
having jurisdiction. The Guarantors shall not exercise any rights which they may have acquired by way of subrogation or otherwise,
or take any action or make any claim in competition with an action or a claim of the Bank.


 


26.
Any provision of this Guarantee which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of prohibition or unenforceability but shall not invalidate the remaining
provisions of this Guarantee or affect such provision in any other jurisdiction.


 


27.
The Guarantors hereby agree, confirm and undertake that:


(A)
the Bank shall, as the Bank may deem appropriate and necessary, be entitled to
disclose all or any : (i) information and data relating to the Guarantors, (ii) information or data relating to this Guarantee
or any other securities furnished by the Guarantors in favour of the Bank, (iii) obligations assumed / to be assumed by the Guarantors
in relation to the Facilities under this Guarantee or any other securities furnished by the Guarantors for any other credit facility
granted / to be granted by the Bank, (iv) default, if any, committed by the Guarantors in discharge of the aforesaid obligations,
to Credit Information Bureau (India) Limited (“CIBIL”) and any other agency authorised in this behalf by Reserve Bank
of India (“RBI”);


(B)
CIBIL and / or any other agency so authorised may use, process the aforesaid
information and data disclosed by the Bank in the manner as deemed fit by them;


(C)
CIBIL and / or any other agency so authorised may furnish for consideration,
the processed information and data or products thereof prepared by them, to the Bank / financial institutions and other credit
grantors or registered users, as may be specified by RBI in this behalf;


(D)
the information and data furnished by the Guarantors to the Bank from time to
time shall be true and correct.


(E)
in case the Guarantors commit a default in payment or repayment of any amounts
in respect of the Facilities, the Bank and/or RBI will have an unqualified right to disclose or publish the details of the default
and the name of the Guarantors (including its directors) as the case may be, as defaulters, in such manner and through such medium
as the Bank or RBI in their absolute discretion may think fit.


 


27A.
The Guarantor hereby agrees, confirms and undertakes that:


(i)
Ownership


 





[Seal of Mastek Limited]


 


 



 




    	6



    	 



    

 


At
all times until repayment in full of all the moneys due to the Bank under the Facility Agreement, the Guarantor shall:


(a)
at all times continue to own directly atleast 70% of the total issued and outstanding shares of capital stock of Borrower, and
no other Person shall have any voting rights (whether pursuant to ownership of equity, by contract or otherwise) with respect
to Borrower, and Borrower shall ensure that the Guarantor does not dispose off, transfer, pledge, encumber or otherwise place
a Lien on such shares in any way, so long any amounts remain due and/or outstanding under the Facility Agreement.


(ii)
 Networth


The
Guarantor shall ensure that all times during the term of this Deed, they shall maintain sufficient Net Worth to enable the Guarantor
to perform its obligations under this Deed in accordance with all applicable laws and regulations, including without limitation
the ODI Regulations, GIL Guarantee Requirements or any other RBI guidelines and without requiring prior RBI approval.


(iii)
 Filings


(a)
The Guarantor shall within 30 days from the date of this Deed file Form ODI in
respect of this Deed with its authorized dealer in accordance with the ODI Regulations to the satisfaction of the Bank and shall
promptly upon filing such duly completed Form ODI with its authorised dealer, deliver a copy of such duly completed and filed
Form ODI to the Bank.


(b)
The Guarantor shall comply with all applicable laws, regulations, directions,
notifications, circulars and guidelines issued by the RBI and/or the Government of India.


(c)
The Guarantor shall, if required under law, as reasonably determined requested
by the Bank, file and/or re-file Form ODI and any other similar documents in respect of this Deed with its authorised dealer to
the satisfaction of the Bank.


(iv)
ODI Regulations


The
Guarantor shall be in compliance with the ODI Regulations at all times. The Guarantor confirms that it is not on the list of defaulters
issued by the RBI or the Credit Information Bureau (India) Limited issued from time to time nor under any investigation by any
investigation or enforcement agency or other regulatory body.


(v)
Filing or stamp taxes


In
relation to this Deed, the Guarantor shall pay in a timely manner any stamp, registration, notarial or similar Taxes or fees to
be paid on or in relation to this Deed or the transactions contemplated by this Deed.


(vi)
Pari passu ranking


The
Guarantor shall ensure at all times that unsecured and unsubordinated claims of the Bank against it under the Credit Documents
rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose
claims are mandatorily preferred by laws of general application to companies.


 


28.
(a) All capitalised terms used but not specifically defined herein shall have
the respective meanings ascribed to them in the respective facility agreement/s / application(s).


(b)
A reference to :


an
“amendment” includes a supplement, modification, novation, replacement or re-enactment and “amended”
is to be construed accordingly;


“authorisation”
includes an authorisation, consent, clearance, approval, permission, resolution, licence, exemption, filing and registration;


“law”
includes any constitution, statute, law, rule, regulation, ordinance, judgement, order, decree, authorisation, or any published
directive, guideline, requirement or governmental restriction having the force of law, or any determination by, or interpretation
of any of the foregoing by, any judicial authority, whether in effect as of the date of this Guarantee;


“Guarantee
Requirements” shall mean the requirements of the Guarantor to comply with the Foreign Exchange Management
Act, 1999 of India and the Foreign Exchange Management (Guarantees) Regulations, 2000 read together with Master Circular dated
1 July 2011 on Guarantees and Co-acceptances issued by the Reserve Bank of India and such other circulars and/or notifications
issued by the Reserve Bank of India, updating, consolidating, superseding or amending the same


 


“ODI
Regulations” shall mean means the requirements of the Foreign Exchange Management Act, 1999 of India and the Foreign
Exchange Management (Transfer or Issue of any Foreign Security) Regulation 2004 of India read together with the Master Circular
on Direct Investment by Residents in a Joint Venture (JV) or Wholly Owned Subsidiary (WOS) Abroad issued by the RBI dated 1 July
2011 and such other circulars and/or notifications issued by the RBI updating, consolidating, superseding or amending the same


 


“person”
includes an individual, statutory corporation, body corporate, partnership, joint venture, association of persons, Hindu Undivided
Family (HUF), societies (including co-operative societies), trust, unincorporated organisation, government (central, state or
otherwise), sovereign state, or any agency, department, authority or political subdivision thereof, international organisation,
agency or authority (in each case, whether or not having separate legal personality) and shall include their respective successors
and assigns and in case of an individual shall include his legal representatives, administrators, executors and heirs and in case
of a trust shall include the trustee or the trustees for the time being;


(c)
the singular includes the plural (and vice versa);


(d)
reference to the words “include” or “including” shall
be construed without limitation;


(e)
reference to a gender shall include references to the female, male and neuter
genders;


(d)
all approvals, permissions, consents or acceptance required from the Bank for
any matter shall require the “prior”, “written approval, permission, consent or acceptance of the Bank;


 


29.A
The Guarantors shall create / provide security as may be considered appropriate by the Bank in favour of the Bank / the security
trustee / agent nominated by the Bank in such manner and form as the Bank may, in its sole discretion, require as security for
performance of the obligations of the Borrower and the Guarantors, in a form and manner satisfactory to the Bank.


All such security:


(a)
shall not be discharged by intermediate payment by the Borrower / Guarantors
or any settlement of accounts by the Borrower / Guarantors;


(b)
shall be in addition to and not in derogation of any other security which the
Bank may at any time hold in respect of the dues of the Borrower / Guarantors;


(c)
shall be available to the Bank until all accounts between the Bank and the Borrower
/ Guarantors in respect of the Facilities)


 





[Seal of Mastek Limited]


 


 



 




    	7



    	 



    

 


are
discharged in full to the satisfaction of the Bank;


(d)
shall operate as continuing security for all monies, indebtedness and liabilities
as specified herein notwithstanding the existence of a ‘nil’ balance or a credit balance in the Borrower’s account
under the Facility Documents at any time or from time to time or at all times or any partial payments or fluctuations of accounts.


29.B
In the event the security furnished by the Guarantors is found to be insufficient / incorrect in value the Guarantors shall
furnish additional security as may be. required by the Bank. Without prejudice to the above, in the event the security
furnished by the Guarantors is subsequently found to be of inferior value by an approved valuer (as may be mutually
appointed) to that as •declared by the Guarantors, the Bank shall call upon the Guarantors to provide security for such
shortfall. If the Guarantors do not furnish securities for the shortfall within 5 (five) days of the aforesaid communication,
the Bank shall be entitled to declare the same as an event of default under the Facility Documents and call for repayment /
payment of all amounts in respect of the Facilities.


29.C
The Guarantors shall bear all taxes, duties and charges in relation to the transactions contemplated under this Guarantee. 


29.D
All documents provided by the Guarantors in connection with this Guarantee are genuine. The Bank may at any time, call for or
require verification of originals of any / all such copies. Any such copy in possession of the Bank shall be deemed to have been
given by the Guarantors.


29.E
The Guarantors shall provide such documents and shall do all such acts, deeds and things as may be necessary or required in connection
with this Guarantee. 


29.F The provisions as are applicable to the Borrower in relation to the assets
secured / to be secured by the Borrower, shall be applicable mutatis mutandis to the Guarantors.


 


30.
Notwithstanding any of the provisions of the Indian Contract Act, 1872 or any other applicable law, or any terms and conditions
to the contrary contained in the Facility Documents and/or this Guarantee, the Bank may, at its absolute discretion, appropriate
any payments made by the Borrower or Guarantors and any amounts realised by the Bank by enforcement of security or otherwise,
towards the dues payable by the Borrower to the Bank under the Facility Documents and/or any other agreements whatsoever between
the Borrower and the Bank and in any manner whatsoever. Notwithstanding any such appropriation by the Bank towards settlement
of any dues payable by the Borrower to the Bank under any other agreements between the Borrower and the Bank, the Guarantors shall
continue to remain liable to the Bank for all outstanding/remaining amounts in respect of the Facility.


 


The
Guarantors acknowledge and confirm that the Guarantors have read and understood all the Facility Documents and this Guarantee
as set out and/or referred to in the applications submitted by/on behalf of the Borrower to the Bank.


 


31.
In case there are more than one Guarantor, each of the Guarantors shall be jointly
and severally liable to the Bank for performance of all obligations under this Guarantee.


 


32.
The Bank may, at any time, assign or transfer all or any of its rights, benefits
and obligations under this Guarantee to any person without the consent of the Borrower/s and /or the Guarantors. However, the
Bank will intimate the Borrower/s and/or the Guarantors prior to such assignment or transfer.


 


33.
The Guarantor hereby irrevocably undertakes that for as long as the Borrower
owes any money to the Bank under the Facility Documents, Guarantor shall (i) not sell their “controlling interest”
(as defined below) in the Borrower during the time that the Facility Documents remains in force and effect and till such time
any amounts/monies remain outstanding under the Agreement; and (ii) exercise management control over the Borrower.


 


For
the purpose of this clause:


A
“controlling interest” means that the Guarantor must agree at all such times during the time that the Agreement
remains in force and effect to own directly at least 70% of the common shares of capital stock of the Borrower.


 


“Management
Control” shall mean with respect to the Borrower, (i) the direct ownership of at least 70% of the issued and paid up
equity share capital of the Borrower by the Guarantor; and (ii) the right of the Guarantor to directly control the management
and policy decisions affecting the Borrower whether through ownership or by agreement or otherwise; and (iii) appoint majority
of the directors on the Board of the Borrower.


 


34.
This Guarantee shall stand discharged only when all the principal, interest and
any other cost, indemnities etc in relation to the Facility Documents are paid to the Bank to its satisfaction and duly certified
by the Bank to that extent.








 


[Seal of Mastek Limited]


 


  




    	8



    	 



    

 


		6.	NON
DISPOSAL OF ASSETS



 


The
Guarantors shall not sell, transfer, assign, dispose off, mortgage, charge, pledge or create any lien or in any way encumber their
immoveable and moveable properties, whether as sole or joint owner and the immoveable properties to be acquired by the
Guarantors in future, whether as sole or joint owner, without the Bank’s prior written consent till the obligations under
this Guarantee are discharged in full save and except for any such sale, transfer, assignment, mortgage, charge, pledge, disposal
or any other lien to be created on the immoveable and moveable properties of the Guarantor for an amount (individually or in
aggregate) not exceeding INR. 100.0 million.


 


		7.	The
                                         Guarantors further agree that unless the Bank shall otherwise previously approve in writing,
                                         the Guarantors shall not:



(i)
Enter into any agreement or arrangement with any person, institution or government
body for the use, occupation or disposal of its assets or any part thereof.


(ii)
Stand surety for anybody or guarantee the repayment of any facility or overdraft
or the purchase price of any asset.


(iii)
Effect any oral or other partition of the Secured Property or enter into any
family arrangement or use it for the purpose of business.


		(viii)	Save and except with the prior written permission of the
                                                                                                                               Bank not to borrow from any bank/ financial institution/ other sources nor to charge any property/assets until all
                                                                                                                               amounts in respect of the Facility are paid in full to the satisfaction of the Bank.



 


IN
WITNESS WHEREOF the Guarantors have caused this Guarantee to be executed on the day, month
and year hereinabove written in the manner hereinafter appearing.


 


	 

         

        SIGNED
        AND DELIVERED by the withinnamed Guarantors, Mastek Limited, by Sudhakar Ram, Chairman & Managing Director, authorized
        pursuant to resolutions passed by the Board of Directors at its meeting held on 28th June, 2012.

         

        The
        Common Seal of Mastek Limited, the withinnamed Guarantors, has, pursuant to the Resolution of its Board of Directors passed
        in that behalf on the Thursday of June 28, Two Thousand and Twelve, hereunto been affixed in the presence of Mr. Sudhakar
        Ram, Chairman & Managing Director who have signed these presents in token thereof and Mr. Bhagwant Bhargawe Company
        Secretary person who has countersigned the same in token thereof.
	 	For MASTEK

         

        /s/ Sudhakar
        Ram

        MG Director

         

        For MASTEK LIMITED
        

         

        /s/ Sudhakar Ram

        MG Director

         

        For MASTEK
        LIMITED 

         

        /s/ BHAGWANT
        BHARGAWE

        BHAGWANT BHARGAWE
        

        COMPANY SECRETARY



 




    	 



    	 



    

 


SCHEDULE


 


1.
PLACE OF EXECUTION


 


At
Chennai in the State of Tamil Nadu.


 


2.A
DATE OF THIS GUARANTEE


 


On
the 28th day of June, Two Thousand and Twelve.


 


2.B
DATE/S OF THE FACILITY AGREEMENT


 


(i)
Facility Agreement dated the ____ day of _______,


 


(ii)
(a) Details of the Facilities :


 


In
the nature of Revolving Credit facility upto over all limits not exceeding USD 5.0 mn at any time agreed to be sourced by
the Guarantors.


 


2.C
ADDRESS OF BRANCH / OFFICE OF THE BANK


 


ICICI
Bank Limited,


500,
Fifth Avenue,


Suite
2830,


New
York, NY- 10110


 


3.
DETAILS OF THE BORROWER


 


MajescoMastek
Inc., a corporation incorporated under the laws of the State of California and doing business in the United States of America


 


4.
DETAILS OF THE GUARANTORS


 


MASTEK
LIMITED, Mahindra World City, Plot No.-TP- 5, 4th Avenue, Nathan Sub (PO), Chengalpattu, Tamil Nadu-603 002. , a company
within the meaning of the Companies Act, 1956 and having its Registered Office at 804/805 President House, Near Ambawadi Circle,
Ahmedabad 380 006.


 


The Guarantors hereby agree,
confirm and undertake that :


1.
No change whatsoever in the constitution of the company during the continuance
/ validity of this Guarantee and the other Transaction Documents shall impair or discharge the obligations of the Guarantors under
this Guarantee and the other Transaction Documents.


2.
The Guarantors shall, forthwith upon any change in the constitution of the Guarantors,
inform the Bank of the change and provide such details in respect of the change and its effect, as may be required by the Bank.


3.
The Guarantors shall furnish board resolutions as also resolutions under Section
372(A) of the Companies Act, 1956 to the Bank in relation to this Guarantee.


4.
The Guarantors shall submit the Statutory Auditors networth certificate (as required
under the ODI Regulations) within 14 days from the date of this Deed.


 








[Seal of Mastek Limited]