Exhibit 10.14  


 


FIRST
AMENDMENT TO THE END-USER SOFTWARE LICENSE AGREEMENT DATED JUNE 2, 2008


 


This
First Amendment to the End User Software License Agreement dated June 2, 2008 (“First Amendment”)
is made at New Delhi on this 14th day of March, 2012, effective from 1st day of March, 2012 (“First
Amendment Date”),
by and amongst:


 


DUO
Software (Pte) Ltd., a corporation organized and existing under the laws of the Singapore with its head office located at:
#41-02B, Suntec City, Tower Two, 9, Tamasek Boulevard, Singapore – 038 989, represented by its authorized signatory, Mr.
Muhunthan Canagey (hereinafter referred to as “Licensor”,
which expression, unless repugnant to the context or otherwise, shall mean and include its successors in interest and permitted
assigns);


 


AND


 


M/s.
DEN Networks Limited (previously known as DEN Digital Entertainment Networks Limited), a company incorporated under the Companies
Act, 1956, having its registered office at 236, Okhla Industrial Area, Phase - 111, New Delhi - 110020, represented by its authorized
signatory, Mr. Rajesh Kaushal (hereinafter referred to as “Licensee”,
which expression,
unless repugnant to the context or otherwise, shall mean and include its successors in interest and permitted assigns).


 


The
expression of the terms “Licensor” and “Licensee” shall hereinafter individually and collectively be referred
to as “Party”
and “Parties”,
respectively.


 


WHEREAS:


 





	A)	The
    Parties have executed the End User Software License Agreement dated June 2, 2008 (“Agreement”).
    A copy of the Agreement is annexed
    hereto and marked as Annexure A.
	 	 
	B)	Based
    on the discussion between the Parties, the Parties are now desirous of amending certain provisions of the Agreement.










 





	/s/
    Mr. Muhunthan Canagey	/s/
    Mr. Rajesh Kaushal










 




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NOW
THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, constituting good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:


 


	1.	Effective
    from the First Amendment Date, the exiting Clause 8(a) shall be replaced by the new Clause 8(a), which states as follows:
	 	 
	 	With
    effect from the First Amendment Date, the term of the Agreement shall stand extended for another period of 3 (three) years
    (“Extended
    Term”).
	 	 
	2.	Effective
    from the First Amendment Date, the existing Schedule C mentioned in Clause 3 of the Agreement shall be replaced by the following
    new Schedule C:


 


Schedule
C 


 


PAYMENT
SCHEDULE


 


With
effect from the First Amendment Date, in the below mentioned manner, the Licensee shall pay to the Licensor a cumulative fee,
per annum, inclusive of all applicable taxes, towards license fee, fees for any and all new versions and updates, corrected, enhanced
and released versions and updates of the Software created by the Licensor for the Licensee and also includes any and all migration
cost, installation cost, testing cost, modification cost, annual maintenance services (including offsite and onsite), annual support
services (including offsite and onsite), debugging services, travelling expenses of the employees, consultants of the Licensor
to the office of the Licensee and training of Licensee’s employee(s) at the Licensee’s office etc. (“License
Fees”).
The License Fees shall be paid to the Licensor on a quarterly basis, after the end of each quarter, after deducting applicable
withholding taxes. The Licensee shall provide the Licensor with applicable withholding tax certification at the end of each quarter.


 


	S.NO	 	Period	 	License
    Fees To he paid by the Licensee to the Licensor	 
	1.	 	Year
    1 - March 1, 2012 to February 28, 2013	 	Rs.	9,000,000	/-
	2.	 	Year 2 - March 1,
    2013 to February 28, 2014	 	Rs.	9,900,000	/-
	3.	 	Year 3 - March 1,
    2014 to February 28, 2015	 	Rs.	10,890,000	/-



 


	3.		Except
                                         as set forth hereinabove, all other provisions of the Agreement shall remain unchanged.



 


In
Witness Whereof, the Parties have executed this First Amendment on the day and month first hereinabove mentioned.


 


	M/s
    DEN Networks Limited	 	DUO
    Software (Pte) Ltd.
	 	 	 	 
	Signature:	/s/
    Mr. Rajesh Kaushal	 	Signature:	/s/
    Mr. Muhunthan Canagey
	Name:	Mr.
    Rajesh Kaushal	 	Name:	Mr.
    Muhunthan Canagey
	Title:	Authorized
    Signatory	 	Title:	Authorized
    Signatory


 


	Witness	 	 	Witness	 
	 	 	 	 	 
	 	 	 	 	 
	Name:	 	 	Name:	 
	Address:	 	 	Address:	 
	 	 	 	 	 


 



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