Exhibit 10.3


 


AMENDMENT
TO LIMITED GUARANTY


 


THIS
AMENDMENT TO LIMITED GUARANTY (this "Amendment"), effective as of August 8, 2020, is made by and among Thoma
Bravo Discover Fund II, L.P., Thoma Bravo Discover Fund II-A, L.P., Thoma Bravo Discover Executive Fund II, L.P., each a Delaware
limited partnership (each of the foregoing a "Guarantor" and collectively, the “Guarantors”),
and Majesco, a California corporation (the "Company"). Capitalized terms used but not defined herein shall have
the meanings ascribed to such terms in the Limited Guaranty (as defined below).


 


RECITALS


 


WHEREAS,
the Guarantors and the Company have previously entered into a Limited Guaranty dated as of July 20, 2020 (the "Limited
Guaranty");


 


WHEREAS,
the Guarantors and the Company desire to amend the Limited Guaranty as set forth in this Amendment effective as of the date hereof
to reflect the updated Maximum Amount; and


 


WHEREAS,
pursuant to Section 9 of the Limited Guaranty, the Limited Guaranty may be amended with the prior written consent of the Guarantors
and the Company.


 


NOW,
THEREFORE, in consideration of the mutual promises contained in this Amendment, and other good and valuable consideration, and
intending to be legally bound thereby, the parties hereto hereby agree as follows:


 


1. Maximum
Amount. The dollar amount “$42,563,701.75” set forth in Section 1 of the Limited Guaranty is hereby deleted and
replaced with the dollar amount “$52,011,693.24.”


 


2. Ratification
of Binding Provisions. All other paragraphs, provisions, and clauses in the Limited Guaranty not modified by this Amendment
shall remain in full force and effect as originally written.


 


3. Applicable
Law. This Amendment shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to
such state's laws concerning conflicts of laws.


 


4. Electronic
Delivery; Counterparts. This Amendment and any signed agreement or instrument entered into in connection with this Amendment,
and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same
instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .peg or similar
attachment to electronic mail (any such delivery, an "Electronic Delivery") shall be treated in all manner and
respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original
signed version thereof delivered in person. At the request of any party hereto, each other party hereto or thereto shall re-execute
the original form of this Amendment and deliver such form to all other parties. No party hereto shall raise the use of Electronic
Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through
the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense,
except to the extent such defense relates to lack of authenticity.


 


*
* * * *


 




     


     


    


 


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


 





	 	THOMA BRAVO DISCOVER FUND II, L.P.
	 	 
	 	By: 	Thoma Bravo Discover Partners II, L.P.
	 	Its: 	General Partner
	 	 
	 	By: 	Thoma Bravo Discover UGP II, LLC
	 	Its: 	General Partner
	 	 
	 	By: 	Thoma Bravo UGP, LLC
	 	Its: 	Managing Member
	 	 
	 	By: 	/s/ A.J. Rohde
	 	Its: 	Authorized Signatory
	 	 
	 	THOMA BRAVO DISCOVER FUND II-A, L.P.
	 	 
	 	By: 	Thoma Bravo Discover Partners II, L.P.
	 	Its: 	General Partner
	 	 
	 	By: 	Thoma Bravo Discover UGP II, LLC
	 	Its: 	General Partner
	 	 
	 	By: 	Thoma Bravo UGP, LLC
	 	Its: 	Managing Member
	 	 
	 	By: 	/s/ A.J. Rohde
	 	Its: 	Authorized Signatory
	 	 
	 	THOMA BRAVO DISCOVER EXECUTIVE FUND II, L.P.
	 	 
	 	By: 	Thoma Bravo Discover Partners II, L.P.
	 	Its: 	General Partner
	 	 
	 	By: 	Thoma Bravo Discover UGP II, LLC
	 	Its: 	General Partner
	 	 
	 	By: 	Thoma Bravo UGP, LLC
	 	Its: 	Managing Member
	 	 
	 	By: 	/s/ A.J. Rohde
	 	Its: 	Authorized Signatory



 


Signature Page to Limited Guaranty Amendment


 






     


     


    

 


	 	MAGIC INTERMEDIATE, LLC
	 	 
	 	By:	/s/ A.J. Rohde
	 	Name: 	A.J. Rohde
	 	Title: 	President and Assistant Secretary


 





Signature Page to Limited Guaranty Amendment

 




     


     


    


 


	 	MAJESCO
	 	 
	 	By:	/s/ Adam Elster
	 	Name:	Adam Elster
	 	Title:	Chief Executive Officer




 





Signature Page to Limited Guaranty Amendment