Exhibit 10.24


 


[Punjab National Bank (International)
Limited Logo]


(Authorised by PRA and Regulated by FCA &
PRA)

01, Moorgate, London EC2R 6JH


 


09th January 2015


 


To


Majesco Inc. USA


5 Penn Plaza


14th floor, 33rd Street & 8th Avenue


NY 10001,


New York, USA


 


Dear Sirs,


Re: Your Application for Line of Credit for financing against
SBLC for USD 03.00 Mn


We are pleased to convey that Punjab National Bank (International)
Limited (the “Bank”) has approved the following subject to the terms and conditions outlined below:


Terms & conditions SBLC loan: Majesco Inc. USA


	Borrower name	Majesco
    Inc. USA
	Constitution	Company
	Loan
    amount	USD 3.00 Million
	Purpose	For aquisition assets and business of Agile Technologies LLC-USA
	Tenor
    of the facility	As per the maturity of SBLC, for a period 3 years including a moratorium period of 18 months with rollover option at the end of tenor subject to renewal of SBLC and renegotiation of interest rates
	Repayment	Repayment to start postdate of disbursement as given under:
	 	 	DATE	AMT
    IN USD	 
	1half year	NIL
	2 half year	NIL
	3 half year	0.375 Mn
	4 half year	0.375 Mn
	5 half year	0.375 Mn
	6 half year	0.375 Mn + 1.50Mn bullet payment
	Rate
    of Interest	6MLibor + 275bps
	Interest
    payment	
        ·    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 interest for six months in advance.

	Processing
    fee	Nil
	Arrangement
    fee	Nil
	Security	SBLC to be issued by YES Bank, India
	Other
    conditions	
        ·      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.

	Prepayment	Permitted at one week notice. However, prepayment should be in


 




    	 



    	 



    

 


[Punjab
National Bank (International) Limited Logo]


(Authorised by PRA and Regulated by FCA &
PRA)

01, Moorgate, London EC2R 6JH


 


	
         
	multiple of USD 500,000/- 
	Conditions

Precedent	
        1.Acceptance of the Facility Letter;

        2.A Board Resolution passed by the Board of the Company authorizing
        the borrowing and execution of Documents etc.

        3.Execution of the Facility Agreement and other documents in
        consultation with our Solicitors.

        4.KYC documents of Directors and authorized signatories.

        5.Legal opinion from all the jurisdictions involved in the transaction.

	Penal Interest	3% over the normal rate will be charged in case of breach of terms of the facility or declaration of ‘Event of Default’.


 


Period of Offer


 


Please confirm the acceptance of the terms and conditions of the
sanction by signing the acceptance on the enclosed duplicate of this Letter and returning it to the Bank within a period of 10
days.


 


	 	Yours faithfully
	 	 
	 	/s/ Illegible
	 	For and on behalf of
	 	Punjab National Bank (International) Limited
	 	 
	 	 


WE ACCEPT
THE TERMS AND CONDITIONS AS SET OUT IN THIS FACILITY LETTER


 


	ACCEPTED BY:	Ketan Mehta	 	 
	 	 	 	 	 	 
	SIGNATURE:	/s/ Ketan Mehta	Designation:	President & CEO
	 	 	 	 	 	 
	DATE:	Jan
14, 2015