Exhibit 10.2


 


SUPPORT AGREEMENT


 


This SUPPORT AGREEMENT
(this “Agreement”), dated as of July 20, 2020 (“Execution Date”), is entered into by and
among the following individuals and entities:


 


Majesco Limited, a public
limited company incorporated under the laws of India bearing corporate identification number L72300MH2013PLC244874 and having its
shares listed on the BSE Limited and the National Stock Exchange of India Limited, and having its registered office at Mastek New
Development Centre, MBP-P-136 Mahape, Navi Mumbai, Mumbai City, Maharashtra 400710, India (hereinafter referred to as the “Company”,
which expression, unless it be repugnant to the context or meaning thereof, is deemed to mean and include its successors and permitted
assigns);


 


Sudhakar Venkatraman
Ram, a resident Indian presently residing at 3502, Octavius, Hiranandani Gardens, Powai, Mumbai – 400 076, India, with permanent
account number AAIPR8221N (hereinafter referred to as the “Promoter-1”, which expression , unless it be repugnant
to the subject or context thereof, includes his legal heirs, legal representatives, successors, executors and administrators and
permitted assigns);


 


Ashank Desai, a resident
Indian presently residing at 2501, Odyssey 1, Hiranandani Gardens, Powai, Mumbai – 400 076, India, with permanent account
number ABNPD9264B (hereinafter referred to as the “Promoter-2”, which expression, unless it be repugnant to
the subject or context thereof, includes his legal heirs, legal representatives, successors, executors and administrators and permitted
assigns);


 


Sundar Radhakrishnan,
a resident Indian presently residing at 2501, Odyssey 1, Hiranandani Gardens, Powai, Mumbai – 400 076, India, with permanent
account number AFEPR3398P (hereinafter referred to as the “Promoter-3”, which expression , unless it be repugnant
to the subject or context thereof, includes his legal heirs, legal representatives, successors, executors and administrators and
permitted assigns);


 


Ram Family Trust - I,
a trust with Girija Ram acting as the Trustee thereof, with such Trustee presently residing at 3502, Octavius, Hiranandani Gardens,
Powai, Mumbai – 400 076, India, with permanent account number AADTR3245F (hereinafter referred to as the “Promoter-4”,
which expression, unless it be repugnant to the subject or context thereof, includes its legal heirs, legal representatives, successors,
executors and administrators and permitted assigns);


 


Girija Ram, a resident
Indian presently residing at 3502, Octavius, Hiranandani Gardens, Powai, Mumbai – 400 076, India, and with permanent account
number ADXPR6207N (hereinafter referred to as the “Promoter-5”, which expression, unless it be repugnant to
the subject or context thereof, includes his legal heirs, legal representatives, successors, executors and administrators and permitted
assigns);


 


Ketan Mehta, a non-resident
Indian presently residing at 3208 Glenhurst Court, Plano, TX 75093, USA, with permanent account number ACFPM3533R (hereinafter
referred to as the “Promoter-6”, which expression, unless it be repugnant to the subject or context thereof,
includes his legal heirs, legal representatives, successors, executors and administrators and permitted assigns);


 






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Usha Sundar, a resident
Indian presently residing at 1301, Odyssey 1, Hiranandani Gardens, Powai, Mumbai – 400 076, India, with permanent account
number BZTPS5070D (hereinafter referred to as the “Promoter-7”, which expression , unless it be repugnant to
the subject or context thereof, includes his legal heirs, legal representatives, successors, executors and administrators and permitted
assigns);


 


Rupa Ketan Mehta, a non-
resident Indian presently residing at 3208 Glenhurst Court, Plano, TX 75093, USA, with permanent account number ABLPM8613K (hereinafter
referred to as the “Promoter-8”, which expression , unless it be repugnant to the subject or context thereof,
includes his legal heirs, legal representatives, successors, executors and administrators and permitted assigns);


 


Majesco, a company incorporated
in the state of California in the United States of America (hereinafter referred to as the “Subsidiary”, which
expression, unless it be repugnant to the context or meaning thereof, is deemed to mean and include its successors and permitted
assigns); and


 


Magic Intermediate, LLC
a Delaware limited liability company (hereinafter referred to as the “Counterparty”, which expression, unless
it be repugnant to the context or meaning thereof, is deemed to mean and include its successors and permitted assigns).


 


Promoter-1, Promoter-2, Promoter-3, Promoter-4,
Promoter-5, Promoter-6, Promoter-7 and Promoter-8 are hereinafter collectively referred to as the “Promoter Group”
and “Promoter” means any one of them. The Promoters, the Subsidiary, the Counterparty, and the Company are hereinafter
collectively referred to as the “Parties” and individually as a “Party”.


 


RECITALS


 


WHEREAS:


 


		A.	As of the Execution Date, the Company is the sole legal and beneficial owner of 74.2% of the paid
up equity share capital of the Subsidiary.



 


		B.	The Subsidiary is classified as a material subsidiary of the Company under the provisions of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the shareholding
pattern of the Company as on date is reflected in Schedule I hereto.



 


		C.	Parent, the Company and the Subsidiary, in addition to certain other parties, have, on the Execution
Date, entered into an Agreement and Plan of Merger (as the same may be amended or otherwise modified in accordance with its terms
after the Execution Date, the “Merger Agreement”) in order to provide, among other things, for the Merger and
the other Transactions (as defined in the Merger Agreement) (the “Proposed Transaction”).



 




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		D.	The Proposed Transaction will entail the sale of the entire shareholding of the Company in the
Subsidiary to the Counterparty.



 


		E.	The board of directors of the Company through a resolution dated as of July 20, 2020 annexed hereto
as Schedule II has unanimously (a) approved the disinvestment of the Company’s entire share of the common stock of
the Subsidiary (the “Divestment”) pursuant to the Merger and approved this Agreement, (b) determined that the
consideration to be received by the Company in relation to the Divestment is fair, (c) resolved to recommend that the members of
the Company approve the Divestment pursuant to the Merger, and (d) resolved to issue notice through postal ballot (such notice,
the “Postal Ballot Notice”) to the members of the Company for their approval to the Divestment pursuant to the
Merger (such approval, the “Company Shareholder Approval”) in accordance with the Companies Act, 2013. The form
of the Postal Ballot Notice is annexed hereto as Schedule III.



 


		F.	References to “meeting” in relation to the Company and/or “Company Shareholder
Meeting”, unless repugnant to the context thereof, includes electronic voting, postal ballot, postal ballot through electronic
voting, physical meeting(s) or virtual meeting(s) of the members of the Company in accordance with the provisions of the (Indian)
Companies Act, 2013.



 


		G.	As a part of voluntary and consensual understanding, and with the intent to formalize such understanding
in writing, in relation to the manner in which the Promoters shall exercise their votes in relation to the Proposed Transaction,
the Promoters propose to enter into this Agreement.



 


		H.	Each Promoter has received a copy of the Merger Agreement and has read and understood the same,
and each Promoter acknowledges that the mutual benefits to be derived from the Merger Agreement constitutes good, adequate, and
valuable consideration for entering into this Agreement.



 


		I.	In consideration of the foregoing and the respective representations, warranties, covenants and
agreements set forth in this Agreement and in the Merger Agreement, and intending to be legally bound hereby, and other good and
valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties hereby agree as follows:



 


1. Voting.


 


(a) Voting.
Promptly upon the receipt of the Postal Ballot Notice, and in no event later than 30 calendar days from the date of the
Postal Ballot Notice, each Promoter shall, in his or its capacity as a shareholder of the Company, and to the fullest extent
of his or its shareholding or voting rights in the Company issue his or its unconditional and irrevocable assent to the
Divestment pursuant to the Merger in accordance with and pursuant to the terms of the Postal Ballot Notice. In the event that
the Company Shareholder Approval is sought in a general meeting of the Company (such meeting, the “Company
Shareholder Meeting”, including any adjournment or postponement thereof), each Promoter shall, in his or its
capacity as a shareholder of the Company, and to the fullest extent of his or its shareholding or voting rights in the
Company (i) be present, and remain present, in such meeting for the purposes of constituting and maintaining quorum (in each
case, including via proxy) and (ii) utilize all (and not less than all) his or its voting rights in the Company to
unconditionally and irrevocably approve, adopt and consent to the Divestment pursuant to the Merger.


 






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(b) Shareholder
Disapproval for any Competing Transaction or Proposal: During the Term, in the event that the Company or the Subsidiary is
the recipient of any proposal, agreement, transaction or other matter that is intended to, or would reasonably be expected to,
prevent, interfere, compete with, undermine or materially delay or affect the consummation of the Proposed Transaction (a “Competing
Proposal” or “Competing Transaction”), each Promoter, individually in his or its capacity as a shareholder
of the Company, hereby covenant(s) and agree(s) that, except as expressly permitted by this Agreement and the Merger Agreement,
such Promoter shall not consent to the direct or indirect disposal or Transfer of all or any part of the shareholding of the Company
in the Subsidiary (or any interest or voting right in such shareholding) to any individual, entity or third party other than the
Counterparty pursuant to the terms of the Merger Agreement, without the prior written consent of the Counterparty.


 


(c) Non-disposal
of Shares / Voting Rights in the Company: On and from the Execution Date and until the completion of the Proposed Transaction
in accordance with the terms of the Agreement and the Merger Agreement, or, if earlier, the Termination Date, except as permitted
under the terms of this Agreement, no Promoter shall directly or indirectly (i) dispose of, or Transfer, or consent to dispose
of or Transfer, any or all of his, her or its shares in the Company; (ii) grant any proxy, power-of-attorney or other authorization
or consent or execute any agreement, arrangement, commitment or undertaking, whether or not in writing, in or with respect to any
or all of the shares or voting rights held by the Promoter in the Company (other than as contemplated by this Agreement), with
any such prohibited proxy, power-of-attorney or authorization purported to be granted by any such Promoter being null and void
ab initio, or (iii) deposit any or all of the shares or the voting rights held by any Promoter into a voting trust or enter
into a voting/vote pooling agreement or arrangement with respect to any or all of the shares or voting rights held by any such
Promoter in the Company. Any attempted Transfer of the shares or any interest therein, including any Transfer of voting rights
in the shares without a corresponding transfer of the shares itself, shall be null and void, and the Company shall refuse to take
any such Transfer of shares or voting rights, as the case may be, on record. Notwithstanding the foregoing, a Promoter may Transfer,
all or any of his, her or its shares in the Company for estate planning purposes so long as any transferee of such shares agrees
in writing (evidence of which shall be promptly delivered to Parent) as a condition and prior to such Transfer to become a party
to, and be bound by, this Agreement as a Promoter hereunder.


 


2. Additional
Agreements.


 


(a) In
the event of any dividend, subdivision, reclassification, recapitalization, split, split-up, distribution, combination, exchange
of shares, issuance of additional shares or similar transaction or other change in the capital structure of the Company affecting
the shareholding of the any Promoter or the Promoter Group (including, for the avoidance of doubt, the acquisition by any Promoter
of additional shares of, or voting rights in, the Company), this Agreement and the obligations hereunder shall automatically attach
to any additional shares or voting rights acquired by any Promoter.


 



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3. Representations
and Warranties of each Promoter. Each Promoter represents and warrants to the other Parties as to itself as follows:


 


(a) Title.
The Promoter is the sole legal and beneficial owner of its or his respective shares and voting rights in the Company as
reflected against his or its name in Schedule I hereto. The Promoter has sole voting power with respect to all of his
entire shareholding in the Company, and no part of his voting power is subject to any voting trust, voting agreement or other
arrangement, except as contemplated by this Agreement. The shares held by the Promoter are free and clear of any and all
Encumbrances (other than as created by this Agreement).


 


(b) Classification
as Promoter. Each Promoter is classified as a ‘promoter’/ ‘promoter group’ of the Company in accordance
with the (Indian) Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, and has been notified as a promoter/promoter group to the Indian stock exchanges.


 


(d) Authority.
Each Promoter has all necessary power and authority and has undertaken action necessary in order to execute and deliver this
Agreement and perform all of his or its obligations under this Agreement and consummate the transactions contemplated by this
Agreement.


 


(e) Due Execution
and Delivery. This Agreement has been duly executed and delivered by each Promoter, and constitutes a legal, valid and
binding obligation of the Promoter, enforceable against such Promoter in accordance with its terms.


 


The representations and
warranties of each Promoter in this Section 3 shall be deemed to be repeated and shall be required to be true and accurate
on each day until the termination of this Agreement.


 


4. Representations
and Warranties of the Company and the Subsidiary. The Company and the Subsidiary severally and not jointly and severally represent
and warrant to the other Parties as to itself as follows:


 


(a) Organization
and Qualification. Such Party is a legal entity duly organized, validly existing and in good standing under the Laws of
the jurisdiction in which it is formed or organized, as applicable.


 


(b) Authority.
Such Party has the requisite power and authority and has taken all action necessary in order to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.


 


(c) Due
Execution and Delivery. This Agreement has been duly executed and delivered by such Party, constitutes a legal, valid and
binding obligation of such Party, enforceable against it in accordance with its terms.


 



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The representations and
warranties made by the Subsidiary and the Company in this Section 4 shall be deemed to be repeated and shall be required
to be true and accurate on each day until the termination of this Agreement.


 


5. Termination.


 


(a) Term.
The term of this Agreement shall commence on the date hereof and shall immediately terminate upon the earliest of, without
the need for any further action by any Party, (i) the mutual written agreement of the Parties, (ii) the consummation of the
Closing, or (iii) the date of termination of the Merger Agreement pursuant to Article IX therein (the “Termination
Date”, and the period of time from the date hereof to and including the effective date of such mutual written
agreement, in the case of the foregoing clause (i), the Closing Date, in the case of the foregoing clause (ii), or the
Termination Date, in the case of the foregoing clause (iii), the “Term”); provided, that no termination of
this Agreement shall prevent any Party from seeking any remedies (at Law or in equity) against any other Party for such other
Party’s breach of any of the terms of this Agreement during the Term.


 


6. Miscellaneous.


 


(a) Notices.
All notices, requests, instructions, consents, claims, demands, waivers, approvals and other communications to be given or
made hereunder by one or more Parties to one or more of the other Parties shall be in writing and shall be deemed to have
been duly given or made upon actual receipt, if delivered personally; three (3) Business Days after deposit in the mail, if
sent by registered or certified mail; upon delivery by email; or two (2) Business Days after deposit with an overnight
courier, if sent by an overnight courier. Such communications shall be sent to the respective Parties at the following street
addresses or email addresses or at such other street address or email address for a Party as shall be specified for such
purpose in a notice given in accordance with this Section 6(a):


 


If to the Company:


 


[Magic] Limited


MNDC, MBP-P-136, Mahape,


Navi Mumbai –
400 710,


Maharashtra, India


		Attention:	Mr. Farid Kazani



		Telephone:	+91-22-6150 1800



		Email:	Farid.Kazani@majesco.com




 



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with a copy to (which
shall not constitute notice):


 


Khaitan & Co


One Indiabulls Centre


Tower 1, 13th Floor  


841 Senapati Bapat Marg  


Mumbai, 400013


India


		Attention:	Sudhir Bassi and Soumya Mohapatra



		Telephone:	+ 91 22 6636 5000



		Email:	sudhir.bassi@khaitanco.com



Soumya.mohapatra@khaitanco.com



 


If to the Subsidiary:


 


Majesco


412 Mount Kemble Ave, Suite 110C


Morristown, NJ 07960


Attention:


Lori Stanley


		Telephone:	(973) 461-5200



		Email:	Lori.Stanley@majesco.com



 


with a copy to (which
shall not constitute notice):


 


Sheppard, Mullin, Richter & Hampton LLP


30 Rockefeller Plaza


New York, NY 10112


		Attention:	Valérie Demont and John Tishler



		Telephone:	(212) 634-3040



(858) 720-8943  


		Email:	vdemont@sheppardmullin.com



jtishler@sheppardmullin.com  


 


and


 


Khaitan & Co


One Indiabulls Centre  


Tower 1, 13th Floor  


841 Senapati Bapat Marg


Mumbai, 400013


India  


Attention:


Sudhir Bassi and Soumya Mohapatra


		Telephone:	+ 91 22 6636 5000



		Email:	sudhir.bassi@khaitanco.com



Soumya.mohapatra@khaitanco.com  


 



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If to the Promoter Group:


 


Mr. Ketan Mehta


3208, Glenhurst Court, Plano, Texas 75093


USA


		Attention:	Mr. Ketan Mehta



		Telephone:	+1 972 5298206



		Email:	ketan.mehta@majesco.com



 


with a copy to (which
shall not constitute notice):


 


Mr. Ashank Desai


2501, Odyssey 1, Hiranandani Gardens, Powai, Mumbai – 400 076


Maharashtra, India


		Attention:	Mr. Ashank Desai



		Telephone:	+91 98211 14040



		Email:	Email: ashank.desai@mastek.com



 


If to Parent:


 


c/o Thoma Bravo, L.P. 
 600 Montgomery Street, 20th Floor
 San Francisco, CA 91444


		Attention:	A.J. Rohde and Matt LoSardo



		Email:	arohde@thomabravo.com, 

mlosardo@thomabravo.com



 


with a copy to (which
shall not constitute notice):


 


Kirkland & Ellis LLP
 300 N. LaSalle Street
 Chicago, Illinois 60654


		Attention:	Theodore A. Peto, P.C., Bradley C. Reed, P.C. and 

Aisha
P. Lavinier



		Email:	tpeto@kirkland.com, bradley.reed@kirkland.com, 

aisha.lavinier@kirkland.com



 


(b) Entire
Agreement. This Agreement (including the schedules and exhibits referred to in this Agreement) constitutes the entire
agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous
agreements, negotiations, understandings and, representations and warranties, whether oral or written, with respect to the
subject matters hereof.


 


(c) Certain
Definitions. For the purposes of this Agreement, capitalized terms used and not otherwise defined herein shall have the
respective meanings ascribed to them in the Merger Agreement. Certain other terms have the meanings ascribed to them below or
elsewhere in this Agreement:


 


“Business
Day” means any day ending at 11:59 p.m. IST other than a Saturday or Sunday or a day on which banks in the City of New
York, the State of California or India are required or authorized by Law to close.


 



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“Transfer”
means, with respect to a share held as of the Execution Date or subsequently acquired by any Promoter, the direct or indirect (a)
transfer, pledge, hypothecation, encumbrance, assignment, exchange, transfer or other disposition (whether by sale, merger, consolidation,
liquidation, dissolution, dividend, distribution, operation of law or otherwise), either voluntary or involuntary, of such share
or any interest therein or the beneficial ownership thereof or (b) any agreement, arrangement, commitment or understanding whether
or not in writing, to effect any of the actions referred to in the foregoing clause (a) (in each case other than this Agreement).


 


(d) Remedies.
The Parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in
accordance with the terms hereof and that the Parties shall be entitled to an injunction or injunctions to prevent breaches
of this Agreement or to enforce specifically the performance of the terms and provisions hereof in addition to any other
available remedies that a Party may have at Law or in equity. Any requirements for the securing or posting of any bond with
such remedy are hereby waived. In the event that any Proceeding should be brought in equity to enforce the provisions of this
Agreement, no Party shall allege, and each Party hereby waives the defense, that there is an adequate remedy at Law.


 


(e) Governing
law and jurisdiction: This Agreement shall be governed by the laws of India. If any disputes, controversies or claims arise
amongst the Parties out of, or in connection with, this Agreement, including but not limited to, in connection with the validity,
interpretation, implementation or alleged breach of any provision of this Agreement (“Dispute”), the Party raising
the Dispute shall send a written notice to the other Party containing details of the Dispute (“Dispute Notice”).
The Parties shall endeavour to settle such dispute amicably. In case of the failure by the Parties to resolve a Dispute within
20 days (“Grace Period”) from the date of the Dispute Notice, any of the Parties to the Dispute, shall have
the right to refer such Dispute to arbitration (“Dispute Notice”) for final resolution in accordance with the
provisions of the Singapore International Arbitration Centre (“SIAC”), which rules are deemed to be incorporated
by reference in this Section 6(e). The Parties agree that the arbitral panel shall comprise of 3 (three) arbitrators, appointed
in accordance with this Section 6(e). The Party making the claim shall appoint the first arbitrator and notify the respondent
of such appointment. Within 10 (ten) days of notice of appointment of the first arbitrator, the respondent shall appoint the second
arbitrator and notify the claimant of such appointment. Within 10 (ten) days of notice of appointment of the second arbitrator,
the first and second arbitrators shall appoint the third arbitrator (who shall be the presiding arbitrator of the tribunal). In
the event that any appointments or notices are not made in accordance with this Section 6(e) as and when specified herein,
the SIAC shall make such appointments. The seat of arbitration shall be Singapore and the place of arbitration shall be as determined
by the arbitral panel constituted in accordance with this Section 6(e). The arbitration shall be conducted in English. The
award of the arbitral tribunal in respect of a Dispute shall be final and binding on the Parties and shall be enforceable in accordance
with its terms and shall be substantiated in writing. The arbitral tribunal shall also decide on the costs of the arbitration proceedings.
Nothing contained in this Section 6(e) shall prevent any Party from resorting to judicial process if solely injunctive or
equitable relief from a court may be necessary to prevent injury to such Party or its Affiliates.


 






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(f) Amendment:
No modification, alteration or amendment of this Agreement or any of its terms or provisions shall be valid or legally binding
on the Parties unless made in writing and duly executed by or on behalf of all the Parties hereto.


 


(g) Further
Assurances: Each Party shall do and perform, or cause to be done and performed, all such further acts and things, and
shall execute and deliver all such other agreements, certificates, instruments and documents, as any other Party may reasonably
request from time to time in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby in the most expeditious manner possible.


 


This Agreement has
been entered into on the date stated at the beginning of this Support Agreement.


 


[Signatures and schedules to follow]





 






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	Signed
    and Delivered	 
	 	 
	For
    and on behalf of Majesco Limited	 
	 	 
	/s/
    Farid Kazani	 
	Authorized
    Signatory	 
	 	 
	Name:
    Farid Kazani	 
	Designation:
    Managing Director	 


  






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	Signed
    and Delivered	 
	 	 
	For
    and on behalf of Majesco 	 
	 	 
	/s/
    Adam Elster	 
	Authorized
    Signatory	 
	 	 
	Name:
    Adam Elster	 
	Designation:
    Chief Executive Officer	 


 






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	Signed and Delivered	 
	 	 
	For and on behalf of Magic Intermediate, LLC	 
	 	 
	/s/ A.J. Rohde	 
	Authorized Signatory	 
	 	 
	Name: A.J. Rohde	 
	Designation: Authorized Signatory	 


 






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	Signed
    and Delivered	 
	 	 
	For
    Promoter-1	 
	 	 
	/s/
    Sudhakar Venkatraman Ram	 
	Name:
    Sudhakar Venkatraman Ram	 
	 	 
	Signed
    and Delivered	 
	 	 
	For
    Promoter-2	 
	 	 
	/s/
    Ashank Desai	 
	Name:
    Ashank Desai	 
	 	 
	Signed
    and Delivered	 
	 	 
	For
    Promoter-3	 
	 	 
	/s/
    Sundar Radhakrishnan	 
	Name:
    Sundar Radhakrishnan	 
	 	 
	Signed
    and Delivered	 
	 	 
	For
    and on behalf of Promoter-4	 
	 	 
	/s/
    Girija Ram	 
	Name:
    Girija Ram, as the Trustee of Ram Family Trust - I	 



 






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	Signed
    and Delivered	 
	 	 
	For
    and on behalf of Promoter-5	 
	 	 
	/s/
    Girija Ram	 
	Name:
    Girija Ram, individually	 
	 	 
	Signed
    and Delivered	 
	 	 
	For
    Promoter-6	 
	 	 
	/s/
    Ketan Mehta	 
	Name:
    Ketan Mehta	 
	 	 
	Signed
    and Delivered	 
	 	 
	For
    Promoter-7	 
	 	 
	/s/
    Usha Sunder	 
	Name:
    Usha Sunder	 
	 	 
	Signed
    and Delivered	 
	 	 
	For
    Promoter-8	 
	 	 
	/s/
    Rupa Ketan Mehta	 
	Name:
    Rupa Ketan Mehta	 


 


 


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