Exhibit 10.15


 


INDIA
NON JUDICIAL


 


Government
of National Capital Territory of Delhi


 


e-Stamp


 


	Certificate
    No.	:	 	IN-DL92891302903125N
	Certificate Issued
    Date 	:	 	15-Apr-2015 04:45
    PM
	Account Reference	:	 	IMPACC (IV)/ dl840403/
    DELHI/ DL-DLH
	Unique Doc. Reference	:	 	SUBIN-DLDL84040381288884092652N
	Purchased by	:	 	DEN NETWORKS LTD
	Description of Document	:	 	Article 5 General
    Agreement
	Property Description	:	 	 Not Applicable
	Consideration Price
    (Rs.)	:	 	0
	 	:	 	(Zero)
	First Party	:	 	DEN NETWORKS LTD
	Second Party	:	 	Not Applicable
	Stamp Duty Paid By	:	 	DEN NETWORKS LTD
	Stamp Duty Amount
    (Rs.)	:	 	100
	 	:	 	(One Hundred only)


 


.......................................................Please
write or type below this line....................................................


 


SECOND
AMENDMENT TO THE END-USER SOFTWARE LICENSE AGREEMENT DASTED 


JUNE
2, 2008.


 


The
Second Amendment to the End-User Software License Agreement dated June 2, 2008 (“Second Amendment”) is made
and entered into at New Delhi on this 24th day of April, 2015, effective from 01st day of March, 2015. (“Second
Amendment Date”) by and between.


 


DUO
SOFTWARE (PTE) LTD., a Company duly incorporated and exiting under the laws of Singapore having its head office at 10, Jalan
Besar, # 10-12 Sim Lim Tower, Singapore 208787 represented by its authorized signatory, Mr. Muhunthan Canagey (hereinafter called
referred to as “Licensor” which)


 


	 		 	 


 


Statutory
Alert:


 


	1.	The authenticity of
    this Stamp Certificate should be verified at “www. shatestamp.com”. Any discrepancy in the details on this Certificate
    and as available on the website renders it invalid.
	 	 
	2.	The onus of checking
    the legitimacy is on the users of the certificate
	 	 
	3.	In case of any discrepancy
    please inform the Competent Authority.


  






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Term
and expression where the context so requires mean and include the said DUO SOFTWARE (PTE) LTD, its successors and assigns)
of the One Part


 


AND


 


M/s
DEN NETWORKS LIMITED (previously known as DEN Digital Entertainment Networks Limited) a company duly incorporated under the
Companies Act 1956 and having its registered office at 236, Okhla Industrial Area, Phase-Ill, New Delhi-110020, represented by
its authorized signatory, Mr. Rajesh Kaushal (hereinafter called and referred to as “Licensee” which term and
expression where the context so requires mean and include the said M/s DEN NETWORKS LIMITED, its successors and assigns)
of the Other Part.


 


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


 


WHEREAS:


 


The
Parties have executed the End-User Software License Agreement dated June 2, 2008 (“Principle Agreement”).
The Principle Agreement was amended by First Amendment on March 14, 2012 effective from March 1, 2012 (“First
Amendment”). Copies of the Agreement and First Amendment is collectively annexed hereto and collectively marked as
Annexure A.


 


Based
on the discussions between the Parties, the Parties are now desirous of amending certain provisions of this Agreement to the extend
referred to hereinafter.


 


NOW
THIS AGREEMENT WITNESSETH in consideration of the foregoing and the mutual covenants herein constituting good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged and the parties do hereby agree on the following terms
and conditions.


 


	 	1.	Effective
    from the Second Amendment Date, the existing Clause 8(a) shall be replaced by the new Clause 8(a), which states as follows;


 


With
effect from the Second Amendment Date, the term of this shall extended for another period of three (03) years (“Extended
Term”).


 


	 	2.	Effective
    from the Second Amendment Date, the existing Schedule C mentioned in Clause 3 of the Principle Agreement shall be replaced
    by the following new Schedule C which is as follows; 


 


Schedule
C


Payment
Schedule


 


With
effect from the Second 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, annual maintenance services (including offsite and onsite), annual support services (offsite),
debugging services, travelling expenses of the employees, consultants of the Licensor to the office of 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 quarterly basis, within fourteen days after the end of each and every quarter, after deducting applicable
withholding taxes. The Licensee shall provide Licensor with applicable withholding tax certificate at the end of each and every
quarter.






 




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	S.
    No	 	Period	 	License
    Fees to be paid by

    the Licensee to the Licensor	 
	1	 	Year 1
    – 1st March, 2015 to 28th February, 2016	 	Rs.	13,000,000	/-
	2	 	Year 2 – 1st
    March, 2016 to 28th February, 2017	 	Rs.	14,300,000	/-
	3	 	Year 3 – 1st
    March, 2017 to 28th February, 2018	 	Rs.	16,445,000	/-



 


	 	3.	Except
    as set forth hereinabove, all other provisions of the Principle Agreement shall be remained enforced and unchanged.


 


IN
WITNESS WHEREOF the Parties have set their respective hand hereunto and to another of the same tenor and date as these presents
on the date and place mentioned hereinbefore.


 


	DUO
    SOFTWARE (PTE) LTD	 	M/s
    DEN NETWORKS LIMITED
	 	 	 	 	 
	Signature:	/s/
    Muhunthan Canagey	 	Signature:	/s/
     Rajesh Kaushal
	Name:	Mr.
    Muhunthan Canagey	 	Name:	Mr.
    Rajesh Kaushal
	Title:	Authorized
    Signatory	 	Title:	Authorized
    Signatory
	 	 	 	 	 
	Witness	 	 	Witness	 
	 	 	 	 	 
	Signature:	/s/
                                         Jennifer Perera



	 	Signature:	/s/
    Anand Verma
	Name:	Jennifer
                                         Perera



	 	Name:	Mr.
    Anand Verma
	Address	403
    Galle Rd, Col 03, Sri Lanka	 	Address	236,
    Okhla Industrial Area, Phase 3, New Delhi - 110020


 




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