Exhibit 10.2


 


AMENDED
AND RESTATED


 


SUPPORT
AGREEMENT


 


This
AMENDED AND RESTATED SUPPORT AGREEMENT (this “Agreement”), dated as of August 8, 2020 (“Execution
Date”), is entered into by and among the following individuals and entities:


 


Majesco
Limited, a public limited company incorporated under the laws of India bearing corporate identification number L72300MH2013PLC244874
and having its shares listed on the BSE Limited and the National Stock Exchange of India Limited, and having its registered office
at Mastek New Development Centre, MBP-P-136 Mahape, Navi Mumbai, Mumbai City, Maharashtra 400710, India (hereinafter referred
to as the “Company”, which expression, unless it be repugnant to the context or meaning thereof, is deemed
to mean and include its successors and permitted assigns);


 


Sudhakar
Venkatraman Ram, a resident Indian presently residing at 3502, Octavius, Hiranandani Gardens, Powai, Mumbai – 400 076, India,
with permanent account number AAIPR8221N (hereinafter referred to as the “Promoter-1”, which expression, unless
it be repugnant to the subject or context thereof, includes his legal heirs, legal representatives, successors, executors and
administrators and permitted assigns);


 


Ashank
Desai, a resident Indian presently residing at 2501, Odyssey 1, Hiranandani Gardens, Powai, Mumbai – 400 076, India, with
permanent account number ABNPD9264B (hereinafter referred to as the “Promoter-2”, which expression, unless
it be repugnant to the subject or context thereof, includes his legal heirs, legal representatives, successors, executors and
administrators and permitted assigns);


 


Sundar
Radhakrishnan, a resident Indian presently residing at 2501, Odyssey 1, Hiranandani Gardens, Powai, Mumbai – 400 076, India,
with permanent account number AFEPR3398P (hereinafter referred to as the “Promoter-3”, which expression, unless
it be repugnant to the subject or context thereof, includes his legal heirs, legal representatives, successors, executors and
administrators and permitted assigns);


 


Ram
Family Trust - I, a trust with Girija Ram acting as the Trustee thereof, with such Trustee presently residing at 3502, Octavius,
Hiranandani Gardens, Powai, Mumbai – 400 076, India, with permanent account number AADTR3245F (hereinafter referred to as
the “Promoter-4”, which expression, unless it be repugnant to the subject or context thereof, includes its
legal heirs, legal representatives, successors, executors and administrators and permitted assigns);


 


Girija
Ram, a resident Indian presently residing at 3502, Octavius, Hiranandani Gardens, Powai, Mumbai – 400 076, India, and with
permanent account number ADXPR6207N (hereinafter referred to as the “Promoter-5”, which expression, unless
it be repugnant to the subject or context thereof, includes his legal heirs, legal representatives, successors, executors and
administrators and permitted assigns);


 






    -1-


     


    

 


Ketan
Mehta, a non-resident Indian presently residing at 3208 Glenhurst Court, Plano, TX 75093, USA, with permanent account number ACFPM3533R
(hereinafter referred to as the “Promoter-6”, which expression, unless it be repugnant to the subject or context
thereof, includes his legal heirs, legal representatives, successors, executors and administrators and permitted assigns);


 


Usha
Sundar, a resident Indian presently residing at 1301, Odyssey 1, Hiranandani Gardens, Powai, Mumbai – 400 076, India, with
permanent account number BZTPS5070D (hereinafter referred to as the “Promoter-7”, which expression, unless
it be repugnant to the subject or context thereof, includes his legal heirs, legal representatives, successors, executors and
administrators and permitted assigns);


 


Rupa
Ketan Mehta, a non- resident Indian presently residing at 3208 Glenhurst Court, Plano, TX 75093, USA, with permanent account number
ABLPM8613K (hereinafter referred to as the “Promoter-8”, which expression, unless it be repugnant to the subject
or context thereof, includes his legal heirs, legal representatives, successors, executors and administrators and permitted assigns);


 


Majesco,
a company incorporated in the state of California in the United States of America (hereinafter referred to as the “Subsidiary”,
which expression, unless it be repugnant to the context or meaning thereof, is deemed to mean and include its successors and permitted
assigns); and


 


Magic
Intermediate, LLC a Delaware limited liability company (hereinafter referred to as the “Counterparty”, which
expression, unless it be repugnant to the context or meaning thereof, is deemed to mean and include its successors and permitted
assigns).


 


Promoter-1,
Promoter-2, Promoter-3, Promoter-4, Promoter-5, Promoter-6, Promoter-7 and Promoter-8 are hereinafter collectively referred to
as the “Promoter Group” or “Promoters” and “Promoter” means any one of
them. Promoter-1, Promoter-2, Promoter-3, Promoter-4, Promoter-5, and Promoter-7 are hereinafter collectively referred to as the
‘Resident Indian Promoters’ and ‘Resident Indian Promoter’ means any one of them. The Promoters,
the Subsidiary, the Counterparty, and the Company are hereinafter collectively referred to as the “Parties”
and individually as a “Party”.


 


RECITALS


 


WHEREAS:


 


	 	A.	As
    of the Execution Date, the Company is the sole legal and beneficial owner of 74.07% of the paid up equity share capital of
    the Subsidiary.


 


	 	B.	The
    Subsidiary is classified as a material subsidiary of the Company under the provisions of the Securities and Exchange Board
    of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the shareholding pattern of the Company
    with respect to the Promoter Group as on date is reflected in Schedule I hereto.


 






    -2-


     


    

 


	 	C.	The
    Counterparty, the Company and the Subsidiary, in addition to certain other parties, have, on July 20, 2020, entered into an
    Agreement and Plan of Merger (as the same may be amended or otherwise modified in accordance with its terms after July 20,
    2020, the “Original Merger Agreement”) in order to provide, among other things, for the Merger and the
    other Transactions (as defined in the Merger Agreement) (the “Proposed Transaction”).


 


	 	D.	The
    Proposed Transaction will entail the sale of the entire shareholding of the Company in the Subsidiary to the Counterparty.


 


	 	E.	The
    board of directors of the Company through a resolution dated as of July 20, 2020 annexed hereto as Schedule II has
    unanimously (a) approved the disinvestment of the Company’s entire share of the common stock of the Subsidiary (the
    “Divestment”) pursuant to the Merger and approved this Agreement, (b) determined that the consideration
    to be received by the Company in relation to the Divestment is fair, (c) resolved to recommend that the members of the Company
    approve the Divestment pursuant to the Merger, and (d) resolved to issue notice through postal ballot (such notice, the “Postal
    Ballot Notice”) to the members of the Company for their approval to the Divestment pursuant to the Merger (such
    approval, the “Company Shareholder Approval”) in accordance with the Companies Act, 2013. The Postal Ballot
    Notice is annexed hereto as Schedule III.


 


	 	F.	References
    to “meeting” or “general meeting” in relation to the Company and/or “Company Shareholder Meeting”,
    unless repugnant to the context thereof, includes electronic voting, postal ballot, postal ballot through electronic voting,
    physical meeting(s) or virtual meeting(s) of the members of the Company in accordance with the provisions of the (Indian)
    Companies Act, 2013.


 


	 	G.	As
    a part of voluntary and consensual understanding, and with the intent to formalize such understanding in writing, in relation
    to the manner in which the Promoters shall exercise their votes in relation to the Proposed Transaction, the Parties entered
    into that certain Support Agreement, dated as of July 20, 2020 (the “Original Agreement”), by and among
    the Parties.


 


	 	H.	The
    parties to the Original Merger Agreement are amending and restating the Original Merger Agreement in its entirety as of the
    date hereof (the “Merger Agreement”).


 


	 	I.	Each
    Promoter has received a copy of the Merger Agreement and has read and understood the same, and each Promoter acknowledges
    that the mutual benefits to be derived from the Merger Agreement constitutes good, adequate, and valuable consideration for
    entering into this Agreement.


 


	 	J.	The
    Parties now desire to amend and restate certain terms and provisions of the Original Agreement as set forth in this Agreement.


 






    -3-


     


    

 


	 	K.	The
    board of directors of the Company through a resolution dated as of August 8, 2020 annexed hereto as Schedule IV has
    unanimously (a) approved the Divestment pursuant to the Merger and approved this Agreement, (b) determined that the consideration
    to be received by the Company in relation to the Divestment pursuant to the Merger is fair, (c) resolved to recommend that
    the members of the Company approve the Divestment pursuant to the Merger, and (d) resolved to issue notice through postal
    ballot dated as of August 8, 2020 (such notice, the “ Revised Postal Ballot Notice”) to the members of the Company
    for their approval to the Divestment pursuant to the Merger (such approval, the “ Revised Company Shareholder Approval”)
    in accordance with the Companies Act, 2013. The Revised Postal Ballot Notice is annexed hereto as Schedule V.


 


	 	L.	In
    consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this
    Agreement and in the Merger Agreement, and intending to be legally bound hereby, and other good and valuable consideration,
    the sufficiency and receipt of which is hereby acknowledged, the Parties hereby agree as follows:


 


1.
Voting.


 


(a)
Voting. Promptly upon the receipt of the Revised Postal Ballot Notice, and in no event later than September 11, 2020, each
Promoter shall, in his or its capacity as a shareholder of the Company, and to the fullest extent of his or its shareholding or
voting rights in the Company issue his or its unconditional and irrevocable assent to the Divestment pursuant to the Merger in
accordance with and pursuant to the terms of the Postal Ballot Notice. In the event that the Revised Company Shareholder Approval
is sought in a general meeting of the Company (such meeting, the “Company Shareholder Meeting”, including any
adjournment or postponement thereof), each Promoter shall, in his or its capacity as a shareholder of the Company, and to the
fullest extent of his or its shareholding or voting rights in the Company (i) be present, and remain present, in such meeting
for the purposes of constituting and maintaining quorum (in each case, including via proxy) and (ii) utilize all (and not less
than all) his or its voting rights in the Company to unconditionally and irrevocably approve, adopt and consent to the Divestment
pursuant to the Merger.


 


(b)
Shareholder Disapproval for any Competing Transaction or Proposal. During the Term, each Promoter, individually in his
or its capacity as a shareholder of the Company, hereby covenant(s) and agree(s) that, except as expressly permitted by this Agreement
and the Merger Agreement, such Promoter shall not consent to and shall vote against the direct or indirect disposal or Transfer
of all or any part of the shareholding of the Company in the Subsidiary (or any interest or voting right in such shareholding)
to any individual, entity or third party other than the Counterparty pursuant to the terms of the Merger Agreement, without the
prior written consent of the Counterparty, including, in the event that the Company or the Subsidiary is the recipient of any
proposal, agreement, transaction or other matter that is intended to, or would reasonably be expected to, prevent, interfere,
compete with, undermine or materially delay or affect the consummation of the Proposed Transaction (a “Competing Proposal”
or “Competing Transaction”).


 






    -4-


     


    

 


(c)
Non-disposal of Shares; Voting Rights in the Company. On and from the Execution Date and until the completion of the Proposed
Transaction in accordance with the terms of the Agreement and the Merger Agreement, or, if earlier, the Termination Date, except
as permitted under the terms of this Agreement, no Promoter shall directly or indirectly (i) dispose of, or Transfer, or consent
to dispose of or Transfer, any or all of his, her or its shares in the Company; (ii) grant any proxy, power-of-attorney or other
authorization or consent or execute any agreement, arrangement, commitment or undertaking, whether or not in writing, in or with
respect to any or all of the shares or voting rights held by the Promoter in the Company (other than as contemplated by this Agreement),
with any such prohibited proxy, power-of-attorney or authorization purported to be granted by any such Promoter being null and
void ab initio, or (iii) deposit any or all of the shares or the voting rights held by any Promoter into a voting trust
or enter into a voting/vote pooling agreement or arrangement with respect to any or all of the shares or voting rights held by
any such Promoter in the Company. Any attempted Transfer of the shares or any interest therein, including any Transfer of voting
rights in the shares without a corresponding transfer of the shares itself, shall be null and void, and the Company shall refuse
to take any such Transfer of shares or voting rights, as the case may be, on record. Notwithstanding the foregoing, a Promoter
may Transfer, all or any of his, her or its shares in the Company for estate planning purposes so long as any transferee of such
shares agrees in writing (evidence of which shall be promptly delivered to the Counterparty) as a condition and prior to such
Transfer to become a party to, and be bound by, this Agreement as a Promoter hereunder.


 


2.
Additional Agreements.


 


(a)
Requisitioning a meeting of the shareholders of the Company: In the event (i) the board of directors of the Company fails to issue
the Revised Postal Ballot Notice to all its shareholders seeking the approval of the shareholders to the Divestment and the Proposed
Transaction pursuant to the Merger; (ii) fails to convene a general meeting of its shareholders seeking their approval to the
Divestment and to the Proposed Transaction or (iii) for any reason whatsoever (save for any adjournments thereof), the general
meeting so convened does not take place, the Promoter Group shall, as the legal and beneficial owner of 36.33% of the total paid-up
equity share capital of the Company requisition, and each Promoter shall individually procure that the Promoter Group does requisition,
the board of directors of the Company to convene an extraordinary general meeting in accordance with section 100 of the (Indian)
Companies Act, 2013 or issue a postal ballot notice for the approval of the shareholders of the Company to the Proposed Transaction
and the Divestment (such requisition, the Promoter Requisition). In the event the board of directors of the Company does
not, within twenty-one (21) days from the date of receipt of Promoter Requisition, proceed to call a meeting for the consideration
of that matter on a day not later than forty-five (45) days from the date of receipt of the Promoter Requisition, the Promoter
Group shall call and hold the extraordinary general meeting itself within a period of three (3) months from the date of the Promoter
Requisition (such meeting, Promoter Requisitioned Meeting), and each Promoter shall (i) be present for the Promoter Requisitioned
Meeting, and remain present throughout the duration of the Promoter Requisitioned Meeting, for the purpose of constituting and
maintaining quorum and (ii) to the fullest extent of his or its shareholding or voting rights in the Company issue his or its
unconditional and irrevocable assent to the Divestment and the Proposed Transaction pursuant to the Merger.


 






    -5-


     


    

 


(b)
In the event of any dividend, subdivision, reclassification, recapitalization, split, split-up, distribution, combination, exchange
of shares, issuance of additional shares or similar transaction or other change in the capital structure of the Company affecting
the shareholding of the any Promoter or the Promoter Group (including, for the avoidance of doubt, the acquisition by any Promoter
of additional shares of, or voting rights in, the Company), this Agreement and the obligations hereunder shall automatically attach
to any additional shares or voting rights acquired by any Promoter.


 


(c)
The Company shall, no later than 2 calendar days from the Execution Date, notify the Indian Stock Exchanges of the rescission/withdrawal
by the Company of the Postal Ballot Notice to the extent the items in the Postal Ballot Notice form the subject matter of (a)
this Agreement, and (b) the Merger Agreement, and issue a copy of such notification to the Counterparty.


 


3.
Representations and Warranties of each Promoter. Each Promoter represents and warrants to the other Parties as to itself
as follows:


 


(a)
Title. The Promoter is the sole legal and beneficial owner of its or his respective shares and voting rights in the Company
as reflected against his or its name in Schedule I hereto. The Promoter has sole voting power with respect to all of his
entire shareholding in the Company, and no part of his voting power is subject to any voting trust, voting agreement or other
arrangement, except as contemplated by this Agreement. Other than an existing Encumbrance over 450,000 shares held by Promoter-1,
the shares held by the Promoter are free and clear of any and all Encumbrances (other than as created by this Agreement).


 


(b)
Classification as Promoter. Each Promoter is classified as a ‘promoter’/ ‘promoter group’ of the
Company in accordance with the (Indian) Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, and has been notified as a promoter/promoter group to the Indian stock exchanges.


 


(c)
Authority. Each Promoter has all necessary power and authority and has undertaken action necessary in order to execute
and deliver this Agreement and perform all of his, her or its obligations under this Agreement and consummate the transactions
contemplated by this Agreement.


 


(d)
Due Execution and Delivery. This Agreement has been duly executed and delivered by each Promoter, and constitutes a legal,
valid and binding obligation of the Promoter, enforceable against such Promoter in accordance with its terms.


 


The
representations and warranties of each Promoter in this Section 3 shall be deemed to be repeated and shall be required
to be true and accurate on each day until the termination of this Agreement.


 






    -6-


     


    

 


4.
Representations and Warranties of the Company and the Subsidiary. The Company and the Subsidiary severally and not jointly
and severally represent and warrant to the other Parties as to itself as follows:


 


(a)
Organization and Qualification. Such Party is a legal entity duly organized, validly existing and in good standing under
the Laws of the jurisdiction in which it is formed or organized, as applicable.


 


(b)
Authority. Such Party has the requisite power and authority and has taken all action necessary in order to execute and
deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.


 


(c)
Due Execution and Delivery. This Agreement has been duly executed and delivered by such Party, constitutes a legal, valid
and binding obligation of such Party, enforceable against it in accordance with its terms.


 


The
representations and warranties made by the Subsidiary and the Company in this Section 4 shall be deemed to be repeated
and shall be required to be true and accurate on each day until the termination of this Agreement.


 


5.
Termination.


 


(a)
Term. The term of this Agreement shall commence on the date hereof and shall immediately terminate upon the earliest to
occur of, without the need for any further action by any Party, (i) the mutual written agreement of the Parties, (ii) the consummation
of the Closing, and (iii) the date that is seven (7) months following the date of any valid termination of the Merger Agreement
pursuant to Article IX therein (the “Termination Date”, and the period of time from the date hereof to and
including the effective date of such mutual written agreement, in the case of the foregoing clause (i), the Closing Date, in the
case of the foregoing clause (ii), or the Termination Date, in the case of the foregoing clause (iii), the “Term”);
provided, that with respect to any termination of this Agreement pursuant to the forgoing clause (iii), (x) if the Company
Termination Fee is payable in connection therewith pursuant to the terms and on the conditions set forth in the Merger Agreement,
then for all purposes hereunder, (A) the Termination Date shall be the date on which the Counterparty or its designee, as applicable,
actually receives the Company Termination Fee and (B) the Term shall terminate on the date that is seven (7) months following
the Termination Date as adjusted pursuant to the foregoing clause (A); and (y) following the Termination Date, the terms and conditions
of this Agreement shall thereafter apply only to fifty percent (50%) of the shares or voting rights held by the Promoters in the
Company on a pro rata basis during the Term; provided, that no termination of this Agreement shall prevent any Party from
seeking any remedies (at Law or in equity) against any other Party for such other Party’s breach of any of the terms of
this Agreement during the Term.


 


(b)
Survival. Notwithstanding anything contained in this Agreement, the provisions of Section 5 (Termination); and Section
6 (Miscellaneous) shall survive the termination of this Agreement in all events and for all reasons whatsoever.


 






    -7-


     


    

 


6.
Miscellaneous.


 


(a)
Notices. All notices, requests, instructions, consents, claims, demands, waivers, approvals and other communications to
be given or made hereunder by one or more Parties to one or more of the other Parties shall be in writing and shall be deemed
to have been duly given or made upon actual receipt, if delivered personally; three (3) Business Days after deposit in the mail,
if sent by registered or certified mail; upon delivery by email; or two (2) Business Days after deposit with an overnight courier,
if sent by an overnight courier. Such communications shall be sent to the respective Parties at the following street addresses
or email addresses or at such other street address or email address for a Party as shall be specified for such purpose in a notice
given in accordance with this Section 6(a):


 


If
to the Company:


 


Majesco
Limited


MNDC,
MBP-P-136, Mahape,


Navi
Mumbai – 400 710,


Maharashtra,
India


 


	 	Attention:	Mr. Farid
    Kazani
	 	Telephone:	+91-22-6150
    1800 
	 	Email:	Farid.Kazani@majesco.com


 


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


 


Khaitan &
Co


One
Indiabulls Centre


Tower
1, 13th Floor


841
Senapati Bapat Marg


Mumbai,
400013


India


 


	 	Attention:	Sudhir
    Bassi and Soumya Mohapatra
	 	Telephone:	+
    91 22 6636 5000
	 	Email:	sudhir.bassi@khaitanco.com

        Soumya.mohapatra@khaitanco.com



 






    -8-


     


    

 


If
to the Subsidiary:


 


Majesco


412
Mount Kemble Ave, Suite 110C


Morristown,
NJ 07960


 


	 	Attention:	Lori
    Stanley
	 	Telephone:	(973)
    461-5200
	 	Email:	Lori.Stanley@majesco.com


 


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


 


Sheppard,
Mullin, Richter & Hampton LLP


30
Rockefeller Plaza


New
York, NY 10112


 


	 	Attention:	Valérie
    Demont and John Tishler
	 	Telephone:	(212)
        634-3040

        (858)
        720-8943

	 	Email:	vdemont@sheppardmullin.com

        jtishler@sheppardmullin.com



 


and


 


Khaitan &
Co


One
Indiabulls Centre


Tower
1, 13th Floor


841
Senapati Bapat Marg


Mumbai,
400013


India


 


	 	Attention:	Sudhir
    Bassi and Soumya Mohapatra
	 	Telephone:	+
    91 22 6636 5000
	 	Email:	sudhir.bassi@khaitanco.com

        Soumya.mohapatra@khaitanco.com



 






    -9-


     


    

 


If
to the Promoter Group:


 


Mr. Ketan
Mehta


3208,
Glenhurst Court, Plano, Texas 75093


USA


 


	 	Attention:	Mr. Ketan
    Mehta
	 	Telephone:	+1
    972 5298206
	 	Email:	ketan.mehta@majesco.com


 


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


 


Mr. Ashank
Desai


2501,
Odyssey 1, Hiranandani Gardens, Powai, Mumbai – 400 076


Maharashtra,
India


 


	 	Attention:	Attention:
    Mr. Ashank Desai
	 	Telephone:	Telephone:
    +91 98211 14040
	 	Email:	Email:
    ashank.desai@mastek.com


 


If
to the Counterparty:


 


c/o
Thoma Bravo, L.P.

600 Montgomery Street, 20th Floor

San Francisco, CA 91444


 


	 	Attention:	A.J.
    Rohde and Matt LoSardo
	 	Email:	arohde@thomabravo.com,
    mlosardo@thomabravo.com


 






    -10-


     


    

 


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


 


Kirkland &
Ellis LLP

300 N. LaSalle Street

Chicago, Illinois 60654


 


	 	Attention:	Theodore
    A. Peto, P.C., Bradley C. Reed, P.C. and Aisha P. Lavinier
	 	Email:	tpeto@kirkland.com,
    bradley.reed@kirkland.com, aisha.lavinier@kirkland.com


 


and


 


Trilegal


17th
Floor, Tower B,


Ganpat
Rao Kadam Marg,


Lower
Parel (West),


Mumbai,
400013


India


 


	 	Attention:	Aniruddha
    Sen and Rohan Singh
	 	Telephone:	+91
    22 4079 1000
	 	Email:	aniruddha.sen@trilegal.com

        rohan.singh@trilegal.com



 


(b)
Entire Agreement. This Agreement (including the schedules and exhibits referred to in this Agreement) constitutes the entire
agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements,
negotiations, understandings and, representations and warranties, whether oral or written, with respect to the subject matters
hereof.


 


(c)
Certain Definitions. For the purposes of this Agreement, capitalized terms used and not otherwise defined herein shall
have the respective meanings ascribed to them in the Merger Agreement. Certain other terms have the meanings ascribed to them
below or elsewhere in this Agreement:


 






    -11-


     


    

 


“Business
Day” means any day ending at 11:59 p.m. IST other than a Saturday or Sunday or a day on which banks in the City of New
York, the State of California or India are required or authorized by Law to close.


 


“Transfer”
means, with respect to a share held as of the Execution Date or subsequently acquired by any Promoter, the direct or indirect
(a) transfer, pledge, hypothecation, encumbrance, assignment, exchange, transfer or other disposition (whether by sale, merger,
consolidation, liquidation, dissolution, dividend, distribution, operation of law or otherwise), either voluntary or involuntary,
of such share or any interest therein or the beneficial ownership thereof or (b) any agreement, arrangement, commitment or understanding
whether or not in writing, to effect any of the actions referred to in the foregoing clause (a) (in each case other than this
Agreement).


 


(d)
Remedies. The Parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed
in accordance with the terms hereof and that the Parties shall be entitled to an injunction or injunctions to prevent breaches
of this Agreement or to enforce specifically the performance of the terms and provisions hereof in addition to any other available
remedies that a Party may have at Law or in equity. Any requirements for the securing or posting of any bond with such remedy
are hereby waived. In the event that any Proceeding should be brought in equity to enforce the provisions of this Agreement, no
Party shall allege, and each Party hereby waives the defense, that there is an adequate remedy at Law.


 


(e)
Governing law and jurisdiction: This Agreement shall be governed by the laws of India. If any disputes, controversies or
claims arise amongst the Parties out of, or in connection with, this Agreement, including but not limited to, in connection with
the validity, interpretation, implementation or alleged breach of any provision of this Agreement (“Dispute”),
the Party raising the Dispute shall send a written notice to the other Party containing details of the Dispute (“Dispute
Notice”). The Parties shall endeavour to settle such dispute amicably. In case of the failure by the Parties to resolve
a Dispute within 20 calendar days (“Grace Period”) from the date of the Dispute Notice, any of the Parties
to the Dispute, shall have the right to refer such Dispute to arbitration (“Dispute Notice”) for final resolution
in accordance with the provisions of the Singapore International Arbitration Centre (“SIAC”), which rules are
deemed to be incorporated by reference in this Section 6(e). The Parties agree that the arbitral panel shall comprise of
3 (three) arbitrators, appointed in accordance with this Section 6(e). The Party making the claim shall appoint the first
arbitrator and notify the respondent of such appointment. Within 10 (ten) days of notice of appointment of the first arbitrator,
the respondent shall appoint the second arbitrator and notify the claimant of such appointment. Within 10 (ten) days of notice
of appointment of the second arbitrator, the first and second arbitrators shall appoint the third arbitrator (who shall be the
presiding arbitrator of the tribunal). In the event that any appointments or notices are not made in accordance with this Section
6(e) as and when specified herein, the SIAC shall make such appointments. The seat of arbitration shall be Singapore and the
place of arbitration shall be as determined by the arbitral panel constituted in accordance with this Section 6(e). The
arbitration shall be conducted in English. The award of the arbitral tribunal in respect of a Dispute shall be final and binding
on the Parties and shall be enforceable in accordance with its terms and shall be substantiated in writing. The arbitral tribunal
shall also decide on the costs of the arbitration proceedings. Nothing contained in this Section 6(e) shall prevent any
Party from resorting to judicial process if solely injunctive or equitable relief from a court may be necessary to prevent injury
to such Party or its Affiliates.


 






    -12-


     


    

 


(f)
Amendment: No modification, alteration or amendment of this Agreement or any of its terms or provisions shall be valid
or legally binding on the Parties unless made in writing and duly executed by or on behalf of all the Parties hereto.


 


(g)
Further Assurances: Each Party shall do and perform, or cause to be done and performed, all such further acts and
things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other Party may
reasonably request from time to time in order to carry out the intent and accomplish the purposes of this Agreement and the consummation
of the transactions contemplated hereby in the most expeditious manner possible.


 


This
Agreement has been entered into on the date stated at the beginning of this Support Agreement.


 


[Signatures
and schedules to follow]


 






    -13-


     


    

 


Signed
and Delivered


 


For
and on behalf of Majesco Limited


 


/s/
Farid Kazani


 






Authorized
Signatory


 


Name:
Farid Kazani


Designation:
Managing Director


 






    -14-


     


    

 


Signed
and Delivered


 


For
and on behalf of Majesco 


 


/s/
Adam Elster


 






Authorized
Signatory


 


Name:
Adam Elster


Designation:
Chief Executive Officer


 






    -15-


     


    

 


Signed
and Delivered


 


For
and on behalf of Magic Intermediate, LLC


 


/s/
A.J. Rohde


 






Authorized
Signatory


 


Name:
A.J. Rohde


Designation:
President and Assistant Secretary


 






    -16-


     


    

 


Signed
and Delivered


 


For
Promoter-1


 


/s/
Sudhakar Venkatraman Ram


 






Name:
Sudhakar Venkatraman Ram


 


Signed
and Delivered


 


For
Promoter-2


 


/s/
Ashank Desai


 






Name:
Ashank Desai


 


Signed
and Delivered


 


For
Promoter-3


 


/s/
Sundar Radhakrishnan


 






Name:
Sundar Radhakrishnan


 


Signed
and Delivered


 


For
and on behalf of Promoter-4


 


/s/
Girija Ram


 






Name:
Girija Ram, as the Trustee of Ram Family Trust - I


 


Signed
and Delivered


 


For
and on behalf of Promoter-5


 


/s/
Girija Ram


 






Name:
Girija Ram, individually


 






    -17-


     


    

 


Signed
and Delivered


 


For
Promoter-6


 


/s/
Ketan Bansilal Mehta


 









Name:
Ketan Bansilal Mehta


 


Signed
and Delivered


 


For
Promoter-7


 


/s/
Usha Sunder


 






Name:
Usha Sunder


 


Signed
and Delivered


 


For
Promoter-8


 


/s/
Rupa Ketan Mehta


 






Name:
Rupa Ketan Mehta


 


 


-18-