Exhibit 10.3


 


 


 


	AMENDED AND RESTATED REVOLVING CREDIT
    NOTE  $5,000,000.00 New York, New York  June
    2, 2016  FOR VALUE RECEIVED, MAJESCO, a California corporation ("Borrower"), having an address at 105
    Fieldcrest Avenue, Suite 208, Edison, New Jersey 08837, unconditionally promises to pay to ICICI BANK LIMITED, NEW YORK BRANCH
    ("Bank"), or order, at its office at 500 Fifth Avenue, 28th Floor, New York, New York 10110 or at such other place
    as may be designated in writing by the holder of this Note in lawful money of the United States of America, the principal
    sum of Five Million Dollars ($5,000,000.00) or the unpaid total principal amount of all of the amounts due under this Note,
    plus Interest (as hereinafter defined) from the Disbursement Date (as hereinafter defined) on or before May 15, 2017.  Interest
    shall be paid monthly on the last day of each calendar month, pro rated for any partial month.  For purposes of
    this Note, the “Disbursement Date” is defined as the date when the Bank disburses the whole or any part of the
    amount of the Note to the Borrower or its order pursuant to the execution of this Note. “Interest” is defined
    as a rate per annum equal to the Applicable Libor Rate (as hereinafter defined) based on a year of 360 days of actual days
    elapsed on the unpaid principal amount hereof until such principal amount shall be paid in full. Any amount of principal,
    interest or charges and fees, if any, remaining unpaid on the date when due, whether at maturity, by notice of prepayment,
    by acceleration or any breach under any Credit Document or otherwise, shall bear interest at a default rate ("Default
    Rate") per annum equal to the Applicable Libor Rate plus two percent (2.0%) from the date when due, until paid in full;
    provided, however, for avoidance of doubt, interest at a default rate per annum equal to two percent (2.00%) above the Applicable
    Libor Rate shall be charged from the date of breach or default under any representation, warranty, term, condition, covenant
    or provision of any Credit Document (without giving effect to any cure or grace period) until such breach or default is cured
    as per the terms of the applicable Credit Document. As used herein, “Applicable Libor Rate” means the three (3)
    month LIBOR plus three and three-quarter percent (3.75%) per annum. “LIBOR” (London Interbank Offered Rate) means
    the rate for deposits in U.S. Dollars for a period of three (3) months, that appears on Telerate Page 3750 as of 11:00 AM,
    London time, on the day that is two London banking days prior to the applicable interest payment date as per the applicable
    Notes. If such rate does not appear on Telerate Page 3750, the rate for that adjustment date will be the arithmetic mean of
    the rates quoted by major banks in London, selected by the Bank for the three (3) month period, as of 11:00 AM, London time,
    on the day that is two London banking days prior to the applicable interest payment date as per the applicable Notes.




 






     


     


    

 


 


 


	The Borrower acknowledges that the Applicable
    Libor Rate is a base rate for calculating interest on certain loans and is not intended to be and is not necessarily the lowest
    or most favorable rate charged by the Bank to any borrower or category of borrowers. "Business Day" means any day
    excluding Saturday, Sunday and any day that is a legal holiday under the laws of the State of New York and any day on which
    banking institutions located in such state are authorized by law or other governmental action to close. Whenever any payment
    to be made under this Note shall be stated to be due on a day that is not a Business Day, such payment shall be made on the
    next succeeding Business Day and any resulting extension of time shall in such case be included in the computation of the
    payment of interest.  This Note is the note referred to in and to be repaid in accordance with (i) the Credit Facility
    Agreement dated as of March 25, 2011 between the Bank and MajescoMastek Inc. as such may be amended, supplemented or modified
    from time to time (the "Agreement"), and (ii) all other Credit Documents (as defined in the Agreement) as such may
    be amended, supplemental or modified from time to time. This Note is secured pursuant to the terms and conditions of the Credit
    Documents.  Notwithstanding anything in this Note to the contrary, if the Note would at any time otherwise require
    payment to the Bank of an amount of interest in excess of the maximum amount then permitted by law, such interest payments
    to the Bank shall be reduced to the extent necessary so as to ensure that the Bank shall not receive in excess of such maximum
    amount. To the extent that, pursuant to the foregoing sentence, the Bank shall receive interest payments under this Note in
    an amount less than the amount otherwise provided, such deficit (the "Interest Deficit") will cumulate and will
    be carried forward until the repayment in full of this Note. Interest otherwise payable to the Bank under this Note for any
    subsequent period shall be increased by the maximum amount of the Interest Deficit that may be so added without causing the
    Bank to receive interest in excess of the maximum amount then permitted by the law. The amount of the Interest Deficit relating
    to this Note at the time of any complete payment of the outstanding principal amount hereof (other than an option prepayment
    thereof) shall be cancelled and not paid.  The principal amount of this Note may be prepaid in whole at any time
    or in part from time to time in any amount equal to or in excess of $100,000 anytime during the term of this Note.  The
    Agreement, among other things, contains provisions for acceleration of the maturity of this Note upon the happening of certain
    stated events and also for prepayment on account of the principal amount under this Note together with interest and other
    charges prior to the maturity of the Note upon the terms and conditions specified in the Agreement.  Absent manifest
    error, the Bank's records shall be prima facie evidence of principal, interest and other charges, if any, owed under the Agreement.  The
    undersigned promises to pay all reasonable out-of -pocket costs and expenses (including without limitation reasonable counsel
    fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this
    Note, whether or not a lawsuit is filed or commenced.  The undersigned and all endorsers or guarantors hereof hereby
    waive (to the fullest extent allowed by law) all requirements of presentment, demand, notice of nonpayment or




 






     


     


    

 


 


 


	dishonor, protest, notice of protest,
    suit, diligence in collection, and all other conditions precedent in connection with the collection and enforcement of this
    Note and agree that payments hereunder and thereunder shall, and such collection and enforcement may, be made without such
    requirements.  All Payments made pursuant to the terms of this Note shall be made free and clear of and without
    any defense, deduction, withholding, set-off or counterclaim.  All capitalized terms used in this Note (and not
    otherwise defined herein) shall have the meaning given such terms in the Agreement  This Note shall be governed
    by, and construed and enforced in accordance with, the internal laws, excluding any laws regarding the conflict of laws, of
    the State of New York. The Borower hereby irrevocably consents and submits to the nonexclusive jurisdiction and venue of the
    Federal District court or State court of competent jurisdiction sitting in New York County, State of New York for adjudication
    of any dispute concerning this Note and all other documents provided for herein. TO THE FULLEST EXTENT PERMITTED BY LAW, THE
    UNDERSIGNED HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY, AND ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION
    TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT THEY MAY NOW OR HEREAFTER HAVE TO THE BRINGING
    OF ANY SUCH ACTION OR PROCEEDING IN SUCH JURISDICTION.  IN WITNESS WHEREOF, the undersigned has caused this Note
    to be executed and delivered by its duly authorized officer as of the day and year and at the place first above written.  MAJESCO  By:
     Name:  Title:CEO&
    President