Exhibit 1.1 VIRTUSA CORPORATION ___________ Shares of Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • July 19th, 2007 • Virtusa Corp • Services-computer programming services • New York
Exhibit 10.7 INDEMNIFICATION AGREEMENT This Agreement made and entered into this ____ day of _______ 2007, (the "Agreement"), by and between Virtusa Corporation, a Delaware corporation (the "Company," which term shall include, where appropriate, any...Indemnification Agreement • April 6th, 2007 • Virtusa Corp • Delaware
VIRTUSA CORPORATION 2,300,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • January 14th, 2014 • Virtusa Corp • Services-computer programming services • New York
Exhibit 4.2 FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Fourth Amended and Restated Registration Rights Agreement (this "Agreement") is made as of this 29th day of March, 2007 by and among Virtusa Corporation, a Delaware corporation...Registration Rights Agreement • April 6th, 2007 • Virtusa Corp • Delaware
SECTION 1 DEFINITIONSStockholders Agreement • May 25th, 2007 • Virtusa Corp • Services-computer programming services • Delaware
AMENDMENT NO. 3 To AmenDed and Restated Credit AgreementCredit Agreement • July 31st, 2020 • Virtusa Corp • Services-computer programming services • New York
THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of May 27, 2020, by and among VIRTUSA CORPORATION, a Delaware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A. as the Administrative Agent (the “Administrative Agent”), the Guarantors party hereto, the undersigned Lenders (as defined the Credit Agreement (as defined below)) and the lenders party hereto providing a new commitment pursuant to the terms hereof (each, an “Incremental Lender” and collectively the “Incremental Lenders”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement described below.
Exhibit 10.1 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR...Warrant Agreement • April 13th, 2007 • Virtusa Corp • Services-computer programming services • Massachusetts
AS TENANTLease Agreement • April 6th, 2007 • Virtusa Corp
Exhibit 10.13 EXECUTIVE AGREEMENT AGREEMENT made as of this 5th day of April, 2007 by and between Virtusa (Sri Lanka) Private Limited (the "Subsidiary"), a subsidiary of Virtusa Corporation (the "Company"), and Roger Keith Modder (the "Executive"). 1....Executive Agreement • April 13th, 2007 • Virtusa Corp • Services-computer programming services
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 11th, 2020 • Virtusa Corp • Services-computer programming services • New York
AGREEMENT AND PLAN OF MERGER, dated as of September 9, 2020 (this “Agreement”), among Austin HoldCo Inc., a Delaware corporation (“Parent”), Austin BidCo Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”) and Virtusa Corporation, a Delaware corporation (the “Company”).
CREDIT AGREEMENT dated as of February 25, 2016 among VIRTUSA CORPORATION,Credit Agreement • March 2nd, 2016 • Virtusa Corp • Services-computer programming services • New York
CREDIT AGREEMENT dated as of February 25, 2016 (the “Effective Date”) (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among VIRTUSA CORPORATION, a Delaware corporation having its chief executive office at 2000 West Park Drive, Westborough, Massachusetts 01581, as the Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as the Administrative Agent.
AMENDED AND RESTATED EXECUTIVE AGREEMENTExecutive Agreement • August 8th, 2017 • Virtusa Corp • Services-computer programming services • Massachusetts
AMENDED AND RESTATED EXECUTIVE AGREEMENTExecutive Agreement • July 27th, 2018 • Virtusa Corp • Services-computer programming services • Massachusetts
This Amended and Restated Executive Agreement (the “Agreement”) is made as of the 25th day of July, 2018 (the “Effective Date”) by and between Virtusa Corporation (the “Company”), and Kris A. Canekeratne (the “Executive”).
ASSET PURCHASE AGREEMENT by and among VIRTUSA CORPORATION, AGORA GROUP INC. AND THE SOLE STOCKHOLDER OF AGORA GROUP INC.Asset Purchase Agreement • July 30th, 2015 • Virtusa Corp • Services-computer programming services • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of July 28, 2015, by and among (i) AGORA GROUP, INC., a Georgia corporation, (the “Company”), (ii) the sole stockholder of the Company listed on the signature pages hereto (the “Seller Stockholder”) and (iii) VIRTUSA CORPORATION, a Delaware corporation (“Buyer”). Terms used herein and not otherwise defined herein shall have the meaning given to such terms in Article 7 hereof.
LEASE DEEDLease Deed • May 23rd, 2014 • Virtusa Corp • Services-computer programming services
DLF Assets Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at 1-E, Jhandewalan Extension, Naaz Cinema Complex, New Delhi 110 055 (hereinafter referred to as “THE LESSOR” which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors, administrators, transferees and assigns) acting through its signatory, Mr. Amit Grover vide Board Resolution dated 24.08.2011 of the First Part.
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • January 6th, 2014 • Virtusa Corp • Services-computer programming services • New York
This TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of December 31, 2013, is made by VIRTUSA CORPORATION, a Delaware corporation (the “Grantor”), in favor of JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders party to the Credit Agreement referred to below (in such capacity, the “Administrative Agent”).
NEGATIVE PLEDGE AGREEMENTNegative Pledge Agreement • July 30th, 2010 • Virtusa Corp • Services-computer programming services
THIS NEGATIVE PLEDGE AGREEMENT (this “Agreement”) is made this 30th day of July, 2010 by VIRTUSA CORPORATION, a corporation organized under the laws of the State of Delaware and having its chief executive office at 2000 West Park Drive, Westborough, Massachusetts 01581 (the “Borrower”), in favor of JPMORGAN CHASE BANK, N.A., with an office at 12 Corporate Woods Blvd., Albany, NY 12211 as administrative agent for itself and for the Lenders party to the Credit Agreement as such term is defined below (the “Agent”).
SHARE PURCHASE AGREEMENT by and among VIRTUSA INTERNATIONAL B.V. AND the individuals and entities listed in Schedule IShare Purchase Agreement • January 6th, 2014 • Virtusa Corp • Services-computer programming services
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of January 2, 2014, by and among the persons and entities listed on Schedule 1 hereto (the “Selling Shareholders”) and Virtusa International B.V., reg. no. 34295390, a private limited liability company organized under the laws of the Netherlands (“Buyer”). Terms used herein and not otherwise defined herein shall have the meaning given such terms in Article 7 hereof.
SECURITY AGREEMENTSecurity Agreement • July 30th, 2010 • Virtusa Corp • Services-computer programming services
This SECURITY AGREEMENT (this “Agreement”) is made as of July 30, 2010 and is given by VIRTUSA CORPORATION, a corporation organized under the laws of the State of Delaware and having its chief executive office at 2000 West Park Drive, Westborough, Massachusetts 01581 (the “Borrower”) to JPMORGAN CHASE BANK, N.A., having an address of 12 Corporate Woods Blvd., Albany, NY 12211, as administrative agent for itself and for the Lenders party to the Credit Agreement, as defined below (the “Agent”).
AMENDMENT NO. 2Credit Agreement • February 8th, 2018 • Virtusa Corp • Services-computer programming services • New York
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is made as of January 11, 2018, by and among VIRTUSA CORPORATION, a Delaware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A. as the Administrative Agent (the “Administrative Agent”), and Lenders constituting Required Lenders as of the date hereof. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement described below.
THIRD AMENDMENT TO LEASELease • April 6th, 2010 • Virtusa Corp • Services-computer programming services • Massachusetts
THIS THIRD AMENDMENT TO LEASE (this “Amendment”) is made and entered into this 31st day of March, 2010 by and between WESTBOROUGH INVESTORS LIMITED PARTNERSHIP, a Massachusetts limited partnership, having an address of c/o BPG Properties, Ltd., 770 Township Line Road, Suite 150, Yardley, Pennsylvania 19067 (“Landlord”) and VIRTUSA CORPORATION, a Delaware corporation, formerly known as eRunway, Inc., having an address of 2000 West Park Drive, Westborough, MA 01581 (“Tenant”).
AMENDMENT NO. 1 TO MASTER SERVICE PROVIDER AGREEMENTMaster Service Provider Agreement • May 20th, 2015 • Virtusa Corp • Services-computer programming services
This Amendment No. 1 to the Master Service Provider Agreement (together with any Exhibits attached hereto or incorporated into this document, this “Amendment”) is entered into as of the effective date indicated in the signature box below (the “Effective Date”) by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (“JPMC”) and the supplier named in the signature box below (“Supplier”).
DATED NOVEMBER 5, 2015 SHARE PURCHASE AGREEMENT AMONGST VIRTUSA CONSULTING SERVICES PRIVATE LIMITED AND THE PROMOTER SELLERS SET OUT IN PART A OF SCHEDULE I AND THE INVESTOR SELLER SET OUT IN PART A OF SCHEDULE II AND OTHER SELLERS SET OUT IN PART B...Share Purchase Agreement • November 5th, 2015 • Virtusa Corp • Services-computer programming services
Each of the Promoter Sellers, Investor Seller and Other Sellers is hereinafter referred to individually as a “Seller” and collectively, as the “Sellers”.
MASTER SERVICES AGREEMENTMaster Services Agreement • July 15th, 2009 • Virtusa Corp • Services-computer programming services • New York
THIS MASTER SERVICES AGREEMENT (the “Agreement”) is made as of February, 2004 (the “Effective Date”), by and between Virtusa Corporation, a Delaware corporation with offices at 2000 West Park Drive, Westborough, MA 01581 (“Virtusa”) and Metavante Corporation, a Wisconsin corporation with its primary place of business at 4900 West Brown Deer Road, Brown Deer WI 53223 (“Metavante”).
PLEDGE AGREEMENTPledge Agreement • July 30th, 2010 • Virtusa Corp • Services-computer programming services • New York
This Pledge Agreement (this “Agreement”) is made July 30, 2010 by and between VIRTUSA CORPORATION, a Delaware corporation having its principal offices at 2000 West Park Drive, Westborough, Massachusetts 01581 (the “Borrower”), and JPMORGAN CHASE BANK, N.A. with an address of 12 Corporate Woods Blvd., Albany, NY 12211, as administrative agent for itself and for the Lenders which are parties to the Credit Agreement as defined below (the “Agent”).
SECURITY AGREEMENTSecurity Agreement • July 6th, 2009 • Virtusa Corp • Services-computer programming services • New York
SECURITY AGREEMENT, dated as of June 29, 2009, made by VIRTUSA CORPORATION, a Delaware corporation with its chief executive office at 2000 West Park Drive, Westborough, MA 01581 at (“Debtor”), in favor of JPMORGAN CHASE BANK, N.A., a national banking association having an office at Two Corporate Drive, Shelton, CT 06484 (the “Secured Party”).
ContractMaster Professional Services Agreement • May 20th, 2015 • Virtusa Corp • Services-computer programming services • New York
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 29th, 2009 • Virtusa Corp • Services-computer programming services
This Sixth Amendment (this “Amendment”) is made as of March 31, 2009 to that certain Amended and Restated Credit Agreement dated September 29, 2006, as previously amended by First Amendment to Amended and Restated Credit Agreement dated as of September 30, 2007, Second Amendment to Amended and Restated Credit Agreement dated as of December 30, 2007, Third Amendment to Amended and Restated Credit Agreement dated as of February 7, 2008, Fourth Amendment to Amended and Restated Credit Agreement dated as of March 31, 2008 and Fifth Amendment to Amended and Restated Credit Agreement dated as of July 30, 2008 (the “Credit Agreement”) between RBS CITIZENS, National Association, successor by merger to Citizens Bank of Massachusetts (“Lender”) and VIRTUSA CORPORATION, a Delaware corporation with an address of 2000 West Park Drive, Westborough, Massachusetts 01581 (“Borrower”). Capitalized terms used and not defined in this Amendment shall have the meanings ascribed to them in the Credit Agreeme
Amendment Number 011 dated 30th September, 2015Contract • November 5th, 2015 • Virtusa Corp • Services-computer programming services
AMENDMENT # 7 TO THE MASTER SERVICES AGREEMENTMaster Services Agreement • May 27th, 2010 • Virtusa Corp • Services-computer programming services
WHEREAS, Metavante Corporation, a Wisconsin corporation with a place of business at 4900 West Brown Deer Road, Brown Deer WI 53223 (“Metavante” or “Customer”) and Virtusa Corporation, a Delaware corporation with offices at 2000 West Park Drive, Westborough, MA 01581 (“Virtusa”) entered into a Master Services Agreement dated as of March 23, 2004, as amended by the Prior Amendments (as defined below) (the “Agreement”);
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • December 3rd, 2018 • Virtusa Corp • Services-computer programming services • Massachusetts
This Separation and Release Agreement (the “Agreement”) between Virtusa Corporation (the “Company” or “Virtusa”) and Mr. Raj Rajgopal (“Executive”) and shall be effective as of the Effective Date (as defined below).
Amendment Number 010 dated 24th April, 2015 TO Contract number 8006340 (“Contract”) Between (1) British Telecommunications plc (‘BT’) and (2) Virtusa UK Limited BT and the Supplier agree that the Contract is amended as set out below, all other...Contract Number 8006340 • May 20th, 2015 • Virtusa Corp • Services-computer programming services
AMENDMENT 6 TO MASTER PROFESSIONAL SERVICES AGREEMENTMaster Professional Services Agreement • July 31st, 2020 • Virtusa Corp • Services-computer programming services
THIS AMENDMENT No. 6 (this “Amendment”) is entered into by and between the Supplier and Citi as designated above, for the purpose of assigning the Master Professional Services Agreement dated as of July 1st, 2015, by and between Citi and Polaris Consulting & Services Ltd. (“Supplier” or “Polaris India”), as amended by Amendment #1 To Polaris Master Professional Services Agreement and Termination of Virtusa Master Professional Services Agreement dated November 5, 2015, by and among Polaris India, Virtusa Corporation (“Virtusa US”) and Citi, with such amendment having an effective date of March 3, 2016 (such agreement, as further amended to date, the “Agreement”), as well as changing the names of Supplier and its Affiliates under various Work Orders entered into thereunder (“Transactional Documents”).
DATED MARCH 12, 2018 SHARE PURCHASE AGREEMENT AMONGST MR. AJAY VISHNU GADRE AND MR. VISHNU LAXMAN GADRE AND MS. SUDHA VISHNU GADRE AND MR. SHRIKANT GOVIND GOKHALE AND MR. SARAL SHRIKANT GOKHALE AND MR. CHARUCHANDRA KRISHNARAO MULMULE AND MR. MANGESH...Share Purchase Agreement • March 13th, 2018 • Virtusa Corp • Services-computer programming services
MR. AJAY VISHNU GADRE, son of Mr. Vishnu Gadre, residing at Flat No. 15, 4th Floor, Souvenier Apartment, 15th Road, Bandra (West), Mumbai — 400050, (hereinafter referred to as “Selling Shareholder 1”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, successors and permitted assigns) of the FIRST PART;
MASTER REAFFIRMATION AND AMENDMENT NO. 1 TO LOAN DOCUMENTSLoan Agreement • August 2nd, 2013 • Virtusa Corp • Services-computer programming services • New York
THIS MASTER REAFFIRMATION AND AMENDMENT NO. 1 TO LOAN DOCUMENTS (this “Agreement”) is made as of the 31rst day of July, 2013, by and among by and among VIRTUSA CORPORATION, a Delaware corporation (the “Borrower”), INSOURCE HOLDINGS, INC., a Connecticut corporation (“Holdings”), INSOURCE, LLC, a Connecticut limited liability company (“Insource LLC” and together with the Borrower and Holdings, the “Loan Parties”), JPMORGAN CHASE BANK, N.A., as a Lender (the “Lender”) and JPMORGAN CHASE BANK, N.A. as the Administrative Agent (the “Administrative Agent”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement described below.
