Exhibit 10.3


 


LOAN
AGREEMENT


 


THIS
AGREEMENT is made and entered into at Colombo in the Democratic Socialist Republic of Sri Lanka on this 16th day of
July Two Thousand and Ten (2010).


 


By
and Between


 


Muhunthan
Canagsooryam of No 12, Palm Grove, Colombo 03, in the Democratic Socialist Republic of Sri Lanka (hereinafter referred to as the
“Lender” which term or expression shall where the context so admits or requires mean and include the said Muhunthan
Canagasooryam, his successors and permitted assigns) of the First Part.


 


And


 


Duo
Software Private Limited, a company duly incorporated in Sri Lanka under the Companies Act No. 7 of 2007, and having its Registered
Office and Principal Place of Business at Level 6, No. 403, Gale Rd, Colombo 03, Sri Lanka in the Democratic Socialist Republic
of Sri Lanka (hereinafter referred to as the “Company” which term or expression shall where the context so admits
or requires mean and include the said Duo Software (Pvt.) Ltd, its successors and permitted assigns) of the Second Part.


 


WHEREAS


 


	 	1.	The
    Company is engaged in the business of developing and marketing software for Subscriber Management and billing, and Customer
    Lifecycle Management Services.
	 	 	 
	 	2.	The
    Company requires funds to invest in the final stages of product development and distribution.


 


Now
this agreement witnesseth and it is hereby mutually agreed by and between the parties hereto as follows;


 


1.
Principal Facility Amount


 


The
Company agrees to borrow from the Lender and the Lender agrees to provide to the Company, a total amount of Sri Lankan Rupees
One hundred and three million, three hundred and fifty two thousand, nine hundred and fifty six (Rs. 103,352,956/-) (Hereinafter
referred to as “the Principal Facility”), subject to the terms and conditions stipulated hereinafter.


 






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2.
Interest


 


The
rate of interest on the Principal Facility shall be Zero (0%) per annum.


 


3.
Repayment


 


The
Company shall repay the Principal Facility upon either accumulating profits sufficient to repay the loan or upon rising equity
capital, whichever occurs first. However, the Lender may consider extension of repayment period on his own discretion.


 


4.
Representations and Warranties


 


Each
party to this Agreement represents and warrants to each other party that:


 


	 	(a)	it
    has full power, authority and capacity to enter into and perform its obligations under this Agreement;
	 	 	 
	 	(b)	the
    execution, delivery and performance of this Agreement by it has been duly and validly authorized;
	 	 	 
	 	(c)	this
    Agreement constitutes the legal, valid, binding and enforceable obligation of such party; and
	 	 	 
	 	(d)	the
    execution, delivery and performance of this Agreement by it does not violate its Memorandum and Articles of Association, certificate
    of incorporation, by-laws or other comparable charter document or any provision of any law, regulation, order or decree applicable
    to it.


 


5.
General Conditions


 


	 	i).	The
    Company shall inform the Lender forthwith of any material changes that may affect the Lender.
	 	 	 
	 	ii).	The
    Lender reserves the right to withdraw the Facility in the event of any change in circumstances including but not limited to
    material change in controlling ownership/management of the Company.
	 	 	 
	 	iii).	The
    Lender reserves the right to alter and/or restructure the various limits detailed above herein.
	 	 	 
	 	iv).	The
    Lender reserves the right to review at its sole discretion, the Facility hereunder from time to time and discontinue or vary
    the terms and conditions relating thereto including but not limited to the rate of interest.
	 	 	 
	 	v).	Notwithstanding
    the term or the period specified for which this Facility was granted, the said Facility is repayable by the Company at any
    time on demand of the Lender without previous notice to the Company.
	 	 	 
	 	vi).	All
    expenses, stamp duty, legal and other charges that may arise in this connection shall be borne by the Company.


 






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6.
Amendment and Modification


 


The
Company shall not amend or modify any provision of this Agreement unless first obtaining the written approval from the Lender.


 


7.
Waiver


 


No
breach of any provision of this Agreement shall be deemed waived unless it is waived in writing. No course of dealing and no delay
on the part of the Lender in exercising any right will operate as a waiver thereof or otherwise prejudice the Lender’s rights,
powers or remedies under this Agreement. No right, power or remedy conferred by this Agreement upon the Lender will be exclusive
of any other rights, power or remedy now or hereafter available at law, in equity, by statute or otherwise.


 


8.
Severability of Provisions


 


In
the event that any provision of this Agreement is deemed unenforceable, all other provisions of this Agreement shall remain in
full force and effect.


 


9.
Entire Agreement


 


This
Agreement shall constitute the complete and entire agreement between the Parties and supersede all prior understandings, arrangements,
correspondence or agreements concerning the subject matter herein.


 


10.
Governing Law


 


This
Agreement shall be construed, interpreted and governed by the laws of Sri Lanka and its courts shall have exclusive jurisdiction
in any matter arising out of or in connection with this Agreement.


 






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IN
WITNESS WHEREOF Muhunthan Canagasooryam and Duo Software (Pvt.) Ltd., have set their respective hands hereunto and to one other
of the same tenor and on the date as hereinbefore mentioned on the first page of this Agreement.


 


	Signed
    by:	 	 	
	 	 	 	 
	Muhunthan
    Canagasooryam	 	Duo
    Software Private Limited
	 	 	 	 	 
	By:	/s/
    Muhunthan Canagasooryam	 	By:	/s/
    Jennifer Samuel
	Name:
    	Muhunthan
    Canagasooryam	 	Name:
    	Jennifer
    Samuel
		 	 	Title:	Chief
    Finance Officer
	 	 	 	 	 
	Witness:	 	 	 	 
	 	 	 	 	 
	By:	/s/
    R.S. Ruwani	 	By:	/s/
    Safras Muhamed
	Name:	R.S.
    Ruwani	 	Name:	Safras
    Muhamed


 






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