Exhibit 10.6


 


MAM SOFTWARE GROUP, INC.


 


&


 


MAM SOFTWARE LIMITED


 


&


 


J.P. MORGAN CHASE BANK, N.A. 


 


DEED OF NEGATIVE PLEDGE AGREEMENT


 





 




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THIS DEED OF NEGATIVE PLEDGE AGREEMENT
is made on                                                            2015


 


BETWEEN:


 


		(1)	MAM SOFTWARE GROUP, INC. of 3435 Winchester Road, Suite 100, Allentown, PA 18104 USA (the
“Borrower”);



 


		(2)	MAM SOFTWARE LIMITED of Units 5 6 & 7 Maple Park, Maple Court, Tankersley, Barnsley,
South Yorkshire S75 3DP (Company number 01797213) (the “ Company”);



 


		(3)	J.P. MORGAN CHASE BANK, N.A. of 270 Park Avenue, New York, New York 10017 (the “Bank”).



 


BACKGROUND


 


		A.	The Bank have agreed to provide to the Borrower financing
of up to $12,000,000 (the “Financing”) pursuant to the credit agreement dated                                       2015
(the “Credit Agreement”).



 


		B.	The proceeds of the Financing will be used to repurchase up to two million shares of outstanding
common stock and also support general corporate purposes.



 


		C.	The Financing consists of a $2,500,000 secured revolving credit facility and a $9,500,000 secured
term loan.



 


		D.	The Borrower holds the beneficial interest in the entire issued share capital of the Company.



 


		E.	As collateral for and as a condition precedent to drawing and the utilisation of the Financing,
the Bank requires, amongst other things, a pledge of stock over 65% of the stock held by the Company in the Borrower and for the
Borrower and the Company to enter into this Deed.



 


AGREED TERMS


 


		1.	Definitions



 


		1.1	In this Deed, unless the context otherwise requires, the following expressions have the following
meanings:-



 





	 	“Credit Agreement” 	has the meaning given in recital A above;
	 	 	 
	 	“Dispute” 	has the meaning given in clause 12;




  




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	 	“Financing”	has the meaning given in recital A above;
	 	 	 
	 	“Security Interest”	means any pledge, mortgage, charge, right in security, right of set-off, right to retention of title, lien, assignment, hypothecation or any other security interest, whether fixed or floating, or any other agreement or arrangement having the effect of conferring security, however created;


 


“Permitted Security
Interest” means


 


		(i)	liens and rights of set-off securing obligations which are not overdue beyond their standard payment
dates, arising by operation of law in the ordinary and usual course of trading; or



 


		(ii)	Security Interest arising out of title retention provisions in a supplier's standard conditions
of supply of goods acquired in the ordinary and usual course of trading.



 


		1.2	Interpretation



 


In this Deed, unless a
contrary intention appears:-


 


		(a)	a reference to statutes, statutory provisions and other legislation shall include all amendments,
substitutions, modifications and re-enactments for the time being in force and shall include any orders, regulations, instruments
or other subordinate legislation made under the relevant legislation;



 


		(b)	a reference to “including” shall not be construed as limiting the generality of the
words preceding it;



 


		(c)	words importing the singular shall include the plural and vice versa and words denoting any gender
shall include all genders;



 


		(d)	a reference to this Deed and to any provisions of it or to any other document referred to in this
Deed shall be construed as references to it in force for the time being as amended, varied, supplemented, restated, substituted
or novated from time to time;



 


		(e)	a reference to any person is to be construed to include references to a corporation, firm, company,
partnership, joint venture, unincorporated body of persons, individual or any state or agency of a state, whether or not a separate
legal entity;



 




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		(f)	a reference to any person is to be construed to include that person’s assignees or transferees
or successors in title, whether direct or indirect;



 


		(g)	clause headings are for ease of reference only and are not to affect the interpretation of this
Deed;



 


		(k)	words and expressions defined in the Credit Agreement shall bear the same meanings when used in
this Deed.



 


		2..	Negative pledge covenant and undertaking



 


In consideration of the Bank agreeing
to make and making the Financing available the Borrower agrees, covenants and undertakes that it shall not require and it shall
procure that the Company shall not and the Company agrees that it will not create or permit to subsist any Security Interest, whatsoever
other than a Permitted Security Interest, on the whole or any part of its present of future property, assets or undertaking without
the Bank’s prior written consent.


 


		3.	Variation of deed



 


Any variation of this Deed shall be
binding only if it is recorded in a deed executed by or on behalf of the parties.


 


		4.	Illegal, invalid or unenforceable



 


If, at any time, any provision of
this Deed is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the
law of any other jurisdiction will in any way be affected or impaired.


 


		5.	Waiver



 


No failure to exercise, nor any delay
in exercising, on the part of the Bank, any right or remedy under this Deed shall operate as a waiver, nor shall any single or
partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The
rights and remedies provided in this Deed are cumulative and not exclusive of any rights or remedies provided by law.


 




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		6.	Language 



 


Any notice given under or in connection
with this Deed and all other documents provided under or in connection with this Deed must be in English..


 


		7.	Process agent



 


As the Borrower resides outside England
and Wales it hereby appoints the following agents in England or Wales to receive on its behalf service of proceedings issued out
of the English courts in any action or proceedings arising out of or in connection with this Deed and agree that failure by such
agents to notify it of such service shall not adversely affect the validity of any service or any judgment based on it:


 


AGENT Appointed is: The
Company at its registered office at Units 5 6 & 7 Maple Park, Maple Court, Tankersley, Barnsley, South Yorkshire S75 3DP or
such other address in England as the Company may notify the Bank in writing from time to time.


 


		8.	Assignment and transfer



 


		8.1	This Deed is assignable or transferable by the Bank to any person to whom the Credit Agreement
may be assigned or transferred in accordance with equivalent terms contained in the Credit Agreement (subject only to the notification
provisions in the Credit Agreement) and for the avoidance of doubt the Bank shall not require either the Company’s or the
Borrower's consent to the same.



 


		8.2	Save with the prior written consent of the Bank, neither the Company nor the Borrower may and may
not purport to assign, transfer or otherwise dispose of any of its rights or obligations under this Deed.



 


		9.	Counterparts



 


This Deed may be executed in any number
of counterparts, each of which when executed and delivered shall constitute an original of this Deed but all counterparts shall
together constitute the same Deed.


 


		10.	Continuation



 


This Deed shall remain in full force
and effect notwithstanding any amendments, supplements or variations to, or any novation, restating or refinancing of, the Credit
Agreement or any finance document from time to time and all references to the Credit Agreement or any finance document herein shall
be taken as referring to the Credit Agreement or any finance document as amended, supplemented or varied, or novated, refinanced
or restated, from time to time (including, without limitation, any increase in the amount of any of the various facilities that
may be contained in such documents).


 




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		11.	Governing law



 


This Deed is governed by English law.


 


		12.	Jurisdiction and forum



 


		12.1	The courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of
or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed) (a “Dispute”).



 


		12.2	The parties agree that the courts of England and Wales are the most appropriate and convenient
courts to settle Disputes and accordingly no party will argue to the contrary.



 


		12.3.	This clause 12.3 is for the benefit of the Bank. As a result, the Bank shall not be prevented from
taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Bank may take
concurrent proceedings in any number of jurisdictions.



 




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Executed
as a deed and delivered on the date appearing at the beginning of this Deed.


 





	Signed as a Deed by MAM SOFTWARE GROUP INC., acting by its duly authorised Chief Financial Officer in  the presence of:	 	 

                                             

	 
	
        Chief Financial Officer

         

         





   


	Witness signature	 
	 	 	 
	Name	 	 
	(in block capitals)	 	 
	Address	 	 
	 	 	 
	 	 	 


 





	Signed as a Deed by MAM SOFTWARE LIMITED acting  by a director in the presence of:	 	 

                                             

	 
	
        Director

         

         





  


	Witness signature	 	 
	 	 	 
	Name	 	 
	(in block capitals)	 	 
	Address	 	 
	 	 	 
	 	 	 


 





	Signed as a Deed by J.P. MORGAN CHASE BANK, N.A. acting by its duly a signatory in the presence of:	 	 

                                             

	 
	
        Senior Associate

         

         





  





	Witness signature	 	 
	 	 	 
	Name	 	 
	(in block capitals)	 	 
	Address	 	 
	 	 	 
	 	 	 


 








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