Exhibit 10.1



 


 


	ICICI Bank Limited, New York Branch 500
    Fifth Avenue New York, New York 10110  June 2, 2016 Majesco
     105 Fieldcrest Avenue, Suite #208 Edison, New Jersey,
    08837  Attn: Vice President, Finance  Subject: Extension of that certain Credit Facility Agreement dated
     as of March 25, 2011 by and between MajescoMastek Inc.
     (the “Borrower”) and ICICI Bank Limited,
    New York Branch (the “Bank”) (as such agreement has been amended, restated, extended or otherwise modified from
    time to time, the “Credit Facility Agreement”) (this “Extension Letter”)  We refer to the
    above-captioned Credit Facility Agreement. Capitalized terms used in this Extension Letter and not otherwise defined herein
    shall have the meanings ascribed to such terms in the Credit Facility Agreement.  The Bank hereby exercises its
    sole and absolute discretion under Section 3.03(d) of the Credit Facility Agreement to extend the Revolving Credit Loan Termination
    Date to May 15. 2017. conditional upon your acceptance of the following amendment to the Credit Facility Agreement:  1.
    Section 6.01 of the Credit Facility Agreement is deleted in its entirety and replaced with the following:  “The
    Borrower shall pay interest to the Bank on the outstanding principal amount of all obligations owing to the Bank hereunder
    on the applicable interest payment date as agreed upon between the Borrower and the Bank and at a rate of 3M LIBOR plus 3.75%
    p.a. Interest on any overdue amount of principal amount of all obligations owing to the Bank hereunder and any interest accrued
    thereon shall be payable on demand at a rate per annum (computed on the basis of the actual number of days elapsed in a year
    of 360 days) equal at all times to the Bank’s cost of funds plus 2.00%.”  By executing this Extension
    Letter the Borrower:  1. Agrees to the extension of the
    Revolving Credit Loan Termination Date to May 15.2017:




 






     


     


    

 


 


 


	2. Acknowledges and agrees that the Credit
    Facility Agreement shall continue to be and shall remain unchanged and in full force and effect in accordance with its terms
    except as expressly amended hereby;  3. Confirms that
    an Event of Default as defined in the Credit Facility Agreement has not occurred or, if an Event of Default has occurred,
    it is not continuing;  4. Confirms that no Material Adverse
    Effect has occurred since the extension granted to the Borrower on February 11,2016;  5.
    Reaffirms that, as of the date hereof, its Representations and Warranties in the Credit Facility Agreement are true and correct
    in all material respects; and  6. Represents and warrants
    that the execution and delivery of this Extension Letter and the performance by it of its obligations under this Extension
    Letter (i) are within its corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) have received
    all necessary government approvals (if any required), and (iv) do not and will not contravene or conflict with any provision
    of applicable law or of its organizational documents or by-laws.  The extension of the Revolving Credit Facility
    Agreement contemplated herein shall be effective only upon:  1.
    Receipt by the Bank of the attached signature page duly executed by the Borrower;  2.
    Receipt by the Bank of a duly executed amended and restated Revolving Credit Note from the Borrower;  3.
    Receipt by the Bank of a processing fee in the amount of $50,833.33 from the Borrower. In case of unhedged foreign currency
    exposure, if any, the Bank reserves the right to increase the processing fee charged to the Borrower in connection with this
    Extension Letter; and  4. Receipt of such other documents
    and instruments as the Bank may reasonably request.  This Extension Letter shall be governed by the laws of the
    State of New York.  [Remainder of page left blank intentionally - Signature page follows]




 






     


     


    

 


 


 


	Please confirm your agreement
    with the foregoing terms by signing in the spaces provided below.  Very truly yours,  ICICI
    BANK LIMITED, NEW YORK BRANCH, as Bank By: Name:  Akashdeep
    Sarpal Title: Country Head - USA  ICICI Bank Limited  We
    agree to the foregoing:  MAJESCO, as Borrower  By:  Name:
    Ketan Mehta Title: CEO & President