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 PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
WARRANT TO PURCHASE STOCK
Issuer: eRunway, Inc., a Delaware corporation
Number of Shares: 42,857, subject to adjustment
Class of Stock: Series B Convertible Preferred Stock
Exercise Price: $1.75 per share, subject to adjustment
Issue Date: April 9, 2001
Expiration Date: As provided below
THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for
other good and valuable consideration, this Warrant is issued to Silicon Valley
Bank ("Holder") by eRunway, Inc., a Delaware corporation (the "Company").
Subject to the terms and conditions hereinafter set forth, the Holder is
entitled upon surrender of this Warrant and the duly executed subscription form
annexed hereto as Appendix 1, at the office of the Company, 000 Xxxx Xxxx Xxxxx,
Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000, or such other office as the Company shall
notify the Holder of in writing, to purchase from the Company Forty-Two Thousand
Eight Hundred Fifty-Seven (42,857) fully paid and non-assessable shares (the
"Shares") of the Company's Series B Convertible Preferred Stock, $.01 par value
per share (the "Class"), at a purchase price per Share of $1.75 (the "Exercise
Price"). Until such time as this Warrant is exercised in full or expires, the
Exercise Price and the number Shares are subject to adjustment from time to time
as hereinafter provided. This Warrant may be exercised in whole or in part at
any time and from time to time until 5:00 PM, Eastern time April 9, 2008 (the
"Expiration Date").
The Company and the Holder have as of the date of this Warrant entered into
to that certain Loan and Security Agreement (the "Loan Agreement"). Upon the
occurrence of the Bridge Loan Maturity Date (as defined in the Loan Agreement),
unless (i) the Letters of Credit (as defined in the Loan Agreement) issued under
the Section 2.1.2(b) of the Loan Agreement are cash secured or (ii) the
aggregate of all Credit Extensions (as defined in the Loan Agreement) is less
than or equal to the lesser of (A) the Committed Revolving Line (as defined in
the Loan Agreement) or (B) the Borrowing Base (as defined in the Loan Agreement)
or (iii) no Letters of Credit issued under said Section 2.1.2(b) are
outstanding, (x) the number of Shares that this Warrant is exercisable for shall
automatically increase by an amount equal to 11,429 (subject to adjustment in
accordance with the provision of Section 2 of this Warrant upon any adjustment
that effects the number of Shares), and (y) the number of Shares that this
Warrant is exercisable for shall automatically increase by an amount equal to
11,429 (subject to adjustment in accordance with the provision of Section 2 of
this Warrant upon any adjustment that effects the number of Shares) for each
thirty (30) day period after the Bridge Loan Maturity Date (pro-
rated for periods less than thirty (30) days) until the Company has complied
with either (i), (ii) or (iii) above (provided, however, the Holder may, at its
sole election, upon written notice to the Company waive its right to any portion
of the increase in the number of Shares that this Warrant may be increased by
pursuant to this Section). If the number of Shares that this Warrant is
exercisable for is increased pursuant to this Section, then the Company shall
issue to the Holder a certificate in accordance with Section 2.7 setting forth
the increase in the number of Shares underlying this Warrant. Any adjustment to
the number of Shares or the Exercise Price pursuant to the provisions of this
Section shall not limit further or additional adjustments pursuant to the
provisions set forth below. It is further agreed that the adjustments to the
number of Shares hereunder shall not constitute a cure or waiver of any Event of
Default under the Loan Agreement and the Holder hereby reserves all rights and
remedies it has under the Loan Agreement.
Notwithstanding the foregoing definition of Class, upon and after the
occurrence of an event which results in the automatic or voluntary conversion,
redemption or retirement of all (but not less than all) of the outstanding
shares of such Class, including without limitation the consummation of the
Company's initial, registered, firm-committed underwritten public offering
("IPO") of its common stock, $.01 par value per share ("Common Stock"), then
from and after the date upon which such outstanding shares are so converted,
this Warrant shall be exercisable for such number of shares of the Common Stock
as shall equal the number of shares of Common Stock into which the Shares would
have been converted had the Shares been issued and outstanding immediately prior
to such event, and the Exercise Price shall equal the then-applicable per Share
conversion price (as determined in accordance with the Company's Certificate of
Incorporation, as amended (including without limitation the Certificate of
Designation applicable to the same class or series of securities as the Shares))
(the "Certificate").
ARTICLE 1. EXERCISE.
1.1 Method of Exercise. Holder may exercise this Warrant by delivering
a duly executed Notice of Exercise in substantially the form attached as
Appendix 1 to the principal office of the Company. Unless Holder is exercising
the conversion right set forth in Section 1.2, Holder shall also deliver to the
Company a check for the aggregate Exercise Price for the Shares being purchased.
1.2 Conversion Right. In lieu of exercising this Warrant as specified
in Section 1.1, Holder may from time to time convert this Warrant, in whole or
in part, into a number of Shares determined by dividing (a) the aggregate fair
market value of the Shares or other securities otherwise issuable upon exercise
of this Warrant minus the aggregate Exercise Price of such Shares by (b) the
fair market value of one Share. The fair market value of the Shares shall be
determined pursuant to Section 1.4.
1.3 Intentionally Omitted.
1.4 Fair Market Value.
1.4.1 If shares of the Class (or shares of the Company's stock
into which shares of the Class are convertible or exchangeable) are traded on a
nationally recognized securities exchange or over the counter market, the fair
market value of a Share shall be the closing price of a share of the
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Class (or the closing price of a share of the Company's stock for which shares
of the Class are convertible or exchangeable) reported for the business day
immediately before Holder delivers its Notice of Exercise to the Company.
1.4.2 If shares of the Class (or shares of the Company's stock
into which shares of the Class are convertible or exchangeable) are not traded
on a nationally recognized securities exchange or over the counter market, the
Board of Directors of the Company shall determine fair market value in its
reasonable good faith judgment. The foregoing notwithstanding, if Holder advises
the Board of Directors in writing that Holder disagrees with such determination,
then the Company and Holder shall promptly agree upon a reputable investment
banking firm to undertake such valuation. If the valuation of such investment
banking firm is greater than that determined by the Board of Directors, then all
fees and expenses of such investment banking firm shall be paid by the Company.
In all other circumstances, such fees and expenses shall be paid by Holder. The
valuation determined by such investment banking firm shall be conclusive in any
event.
1.5 Delivery of Certificate and New Warrant. Promptly after Holder
exercises or converts this Warrant, the Company shall deliver to Holder
certificates for the Shares acquired and, if this Warrant has not been fully
exercised or converted and has not expired, a new Warrant representing the
Shares not so acquired.
1.6 Replacement of Warrants. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of loss, theft or destruction, on delivery of an
indemnity agreement reasonably satisfactory in form and amount to the Company
or, in the case of mutilation, on surrender and cancellation of this Warrant,
the Company at its expense shall execute and deliver, in lieu of this Warrant, a
new warrant of like tenor.
1.7 Repurchase on Sale, Merger, or Consolidation of the Company.
1.7.1. "Acquisition". For the purpose of this Warrant,
"Acquisition" means any sale, transfer, exclusive license, or other disposition
of all or substantially all of the assets of the Company, or any acquisition,
reorganization, consolidation, or merger of the Company where the holders of the
Company's outstanding voting equity securities immediately prior to the
transaction beneficially own less man 50.1% of the outstanding voting equity
securities of the surviving or successor entity immediately following the
transaction.
1.7.2. Assumption of Warrant. Upon the closing of any Acquisition
the successor or surviving entity shall assume the obligations of this Warrant,
and this Warrant shall be exercisable for the same securities and property as
would be payable for the Shares issuable upon exercise of the unexercised
portion of this Warrant as if such Shares were outstanding on the record date
for the Acquisition and subsequent closing. The Exercise Price shall be adjusted
accordingly, and the Exercise Price and number and class of Shares shall
continue to be subject to adjustment from time to time in accordance with the
provisions hereof.
1.7.3 Purchase Right. Notwithstanding the foregoing, upon the
closing of any Acquisition in which the consideration is cash or cash
equivalents, at the election of Holder, the Company shall purchase the
unexercised portion of this Warrant for cash for an amount equal to (a) the
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fair market value of any consideration that would have been received by Holder
in consideration for the Shares had Holder exercised the unexercised portion of
this Warrant immediately before the record date for determining the shareholders
entitled to participate in the proceeds of the Acquisition, less (b) the
aggregate Exercise Price of the Shares, but in no event less than zero.
ARTICLE 2. ADJUSTMENTS TO THE SHARES.
2.1 Dividends, Splits, Etc. If the Company declares or pays a dividend
on the outstanding shares of the Class, payable in Common Stock, other
securities or any type of property, or subdivides the outstanding shares of the
Class into a greater number of shares of the Class, or subdivides the shares of
the Class in a transaction that increases the amount of Common Stock into which
such shares are convertible, then upon exercise of this Warrant, for each Share
acquired, Holder shall receive, without cost to Holder, the total number and
kind of securities or property to which Holder would have been entitled had
Holder owned the Shares of record as of the date the dividend or subdivision
occurred.
2.2 Reclassification, Exchange or Substitution. Upon any
reclassification, exchange, substitution, reorganization or other event that
results in a change of the number and/or class of the securities issuable upon
exercise or conversion of this Warrant, Holder shall be entitled to receive,
upon exercise or conversion of this Warrant, the number and kind of securities
and property that Holder would have received for the Shares if this Warrant had
been exercised immediately before such reclassification, exchange, substitution,
reorganization or other event. The Company or its successor shall promptly issue
to Holder a new Warrant for such new securities or other property. The new
Warrant shall provide for adjustments which shall be as nearly equivalent as may
be practicable to the adjustments provided for in this Article 2 including,
without limitation, adjustments to the Exercise Price and to the number of
securities or property issuable upon exercise of the new Warrant. The provisions
of this Section 2.2 shall similarly apply to successive reclassifications,
exchanges, substitutions, reorganizations or other events.
2.3 Adjustments for Combinations, Etc. If the outstanding shares of
the Class are combined or consolidated, by reclassification or otherwise, into a
lesser number of shares, the Exercise Price shall be proportionately increased
and the number of Shares for which this Warrant is exercisable shall be
proportionately decreased.
2.4 No Impairment. The Company shall not, by amendment of the
Certificate or its by-laws or through a reorganization, transfer of assets,
consolidation, merger, dissolution, issue, or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed under this Warrant by the Company, but
shall at all times in good faith assist in carrying out all of the provisions of
this Article 2 and in taking all such action as may be necessary or appropriate
to protect Holder's rights under this Article against impairment.
2.5 Adjustments for Dilutive Issuances. In the event of the issuance
(a "Dilutive Issuance") by the Company, at any time and from time to time after
the Issue Date of the Warrant of securities of the same class or series as the
Shares at a price per share less than the Exercise Price, or securities which
are convertible into or exercisable or exchangeable for Common Stock at a Common
Stock per share conversion or exercise price or exchange rate that is less than
the conversion price (as
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determined pursuant to the Certificate) in effect at such date, then the number
of shares of Common Stock issuable upon conversion of the Shares shall be
adjusted in accordance with such provisions of the Certificate as if the Shares
had been issued and outstanding on and as of such date. Under no circumstances
shall the aggregate Exercise Price payable by the Holder upon exercise of the
Warrant increase as a result of any adjustment arising from a Dilutive Issuance.
The provisions set forth for the Shares in the Certificate relating to the above
in effect as of the Issue Date may not be amended, modified or waived, without
the prior written consent of Holder unless such amendment, modification or
waiver effects the Holder in the same manner as they effect all other
shareholders of the Shares.
2.6 Fractional Shares. No fractional Shares shall be issuable upon
exercise or conversion of the Warrant and the number of Shares to be issued
shall he rounded down to the nearest whole Share.
2.7 Certificate as to Adjustments. Upon each adjustment of the
Exercise Price, number of class of Shares or number of shares of Common Stock or
other securities for which the Shares are convertible or exchangeable, the
Company at its expense shall promptly compute such adjustment, and furnish
Holder with a certificate of its Chief Financial Officer setting forth such
adjustment and the facts upon which such adjustment is based. The Company shall,
upon written request, furnish Holder a certificate setting forth the Exercise
Price, number and class of Shares and conversion ratio in effect upon the date
thereof and the series of adjustments leading to such Exercise Price, number and
class of Shares and conversion ratio.
ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.
3.1 Representations and Warranties. The Company hereby represents and
warrants to the Holder as follows:
(a) All Shares which may be issued upon the due exercise of this
Warrant, and all Common Stock or other securities, if any, issuable upon due
conversion of the Shares, shall, upon issuance, be duly authorized, validly
issued, fully paid and non-assessable, and free of any liens and encumbrances
except for restrictions on transfer provided for herein or under applicable
federal and state securities laws.
(b) The execution and delivery by the Company of this Warrant and
the performance of all obligations of the Company hereunder, including the
issuance to Holder of the right to acquire the Shares, have been duly authorized
by all necessary corporate action on the part of the Company, and this Warrant
Agreement is not inconsistent with the Certificate and/or the Company's by-laws,
does not contravene any law or governmental rule, regulation or order applicable
to it, does not and will not contravene any provision of, or constitute a
default under, any material indenture, mortgage, contract or other instrument to
which it is a party or by which it is bound, and constitutes a legal, valid and
binding agreement of the Company, enforceable in accordance with its terms.
(c) The authorized capital stock of the Company consists of
72,109,096 shares, consisting of 50,000,000 shares of Common Stock, $.01 par
value per share, and 22,109,096 shares of preferred stock, $.01 par value per
share, of which 4,043,582 shares have been designated Series A Convertible
Preferred Stock, and 9,032,757 shares have been designated Series B Convertible
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Preferred Stock. Schedule 3.1(c) sets forth all of the outstanding shares of
common stock and preferred stock and outstanding options, warrants, convertible
securities, convertible debentures, and rights to acquire, subscribe for, and/or
purchase any Common Stock, preferred stock and/or other capital stock of the
Company or any securities or debentures convertible into or exchangeable for
Common Stock, preferred stock and/or other capital stock of the Company.
(d) The Company covenants that it shall at all times cause to be
reserved and kept available out of its authorized and unissued shares such
number of shares of its Series B Convertible Preferred Stock and shares of its
Common Stock and other securities as will be sufficient to permit the exercise
in full of this Warrant and the conversion of the Shares into shares of Common
Stock or such other securities.
(e) On and as of the date hereof, (i) $1.75 is the lowest price
per share for which shares (or rights to acquire shares) of the Class have been
sold or issued by the Company, and (ii) the Common Stock conversion price in
effect for shares of the Class as determined pursuant to the Certificate is
$1.75.
3.2 Notice of Certain Events. If the Company proposes at any time (a)
to declare any dividend or distribution upon any of its capital stock, whether
in cash, property, stock, or other securities and whether or not a regular cash
dividend; (b) to offer for subscription pro rata to the holders of any class or
series of its stock any additional shares of stock of any class or series or
other rights; (c) to effect any reclassification or recapitalization of any of
its securities; (d) to merge or consolidate with or into any other corporation,
or sell, lease, license, or convey all or substantially all of its assets, or to
liquidate, dissolve or wind up; or (e) offer holders of registration rights the
opportunity to participate in an underwritten public offering of the company's
securities for cash, then, in connection with each such event, the Company shall
give Holder (1) at least 15 days prior written notice of the date on which a
record will be taken for such dividend, distribution, or subscription rights
(and specifying the date on which the holders of securities of the Company shall
be entitled to receive such dividend, distribution or rights) or for determining
rights to vote, if any, in respect of the matters referred to in (c) and (d)
above; (2) in the case of the matters referred to in (c) and (d) above at least
15 days prior written notice of the date when the same will take place (and
specifying the date on which the holders of securities of the Company will be
entitled to exchange their securities of the Company for securities or other
property deliverable upon the occurrence of such event); and (3) in the case of
the matter referred to in (e) above, the same notice as is given to the holders
of such registration rights.
3.3 Information Rights. So long as the Holder holds this Warrant
and/or any of the Shares, the Company shall deliver to the Holder (a) promptly
after mailing, copies of all notices or other written communications to the
shareholders of the Company, (b) within one-hundred and twenty (120) days after
the end of each fiscal year of the Company, the annual audited financial
statements of the Company certified by independent public accountants of
recognized standing and (c) such other financial statements required under and
in accordance with any loan documents between Holder and the Company or if there
are no such requirements (or if the subject loan(s) no longer are outstanding),
then within forty-five (45) days after the end of each of the first three
quarters of each fiscal year, the Company's quarterly, unaudited financial
statements.
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3.4 Registration Under Securities Act of 1933, as amended. The shares
of Common Stock issuable upon conversion of the Shares (and the Shares, at all
times when the Shares class is Common Stock) shall have certain registration
rights as set forth in that certain Registration Rights Agreement of even date
herewith between Holder and the Company (the "Registration Rights Agreement").
The Company represents and warrants to Holder that the Company's execution,
delivery and performance of the Registration Rights Agreement (a) has been duly
authorized by all necessary corporate action of the Company's Board of
Directors, (b) will not violate the Certificate or the Company's by-laws, each
as amended, (c) will not violate or cause a breach or default (or an event which
with the passage of time or the giving of notice or both, would constitute a
breach or default) under any agreement, instrument, mortgage, deed of trust or
other arrangement to which the Company is a party or by which it or any of its
assets is subject or bound, and (d) does not require the approval, consent or
waiver of or by any shareholder, registration rights holder or other third party
which approval, consent or waiver has not been obtained as of the date of
issuance of this Warrant.
ARTICLE 4. MISCELLANEOUS.
4.1 Automatic Conversion upon Expiration. In the event that, upon the
Expiration Date, the fair market value of one Share (or other security issuable
upon the exercise hereof) as determined in accordance with Section 1.4 above is
greater than the Exercise Price in effect on such date, then this Warrant shall
automatically be deemed on and as of such date to be converted pursuant to
Section 1.2 above as to all Shares (or such other securities) for which it shall
not previously have been exercised or converted, and the Company shall promptly
deliver a certificate representing the Shares (or such other securities) issued
upon such conversion to the Holder.
4.2 Legends. This Warrant and the Shares (and the securities issuable,
directly or indirectly, upon conversion of the Shares, if any) shall be
imprinted with a legend in substantially the following form:
THIS SECURITY HAS 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 PURSUANT TO RULE 144 OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS
COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
4.3 Compliance with Securities Laws on Transfer. This Warrant and the
Shares (and the securities issuable, directly or indirectly, upon conversion of
the Shares, if any) may not be transferred or assigned in whole or in part
without compliance with applicable federal and state securities laws by the
transferor and the transferee (including, without limitation, the delivery of
investment representation letters and legal opinions reasonably satisfactory to
the Company, as reasonably requested by the Company). The Company shall not
require Holder to provide an opinion of counsel if the transfer is to an
affiliate of Holder or if (a) there is no material question as to the
availability of current information as referenced in Rule 144(c), (b) Holder
represents that it has complied with Rule 144(d) and (e) in reasonable detail,
(c) the selling broker represents that it has complied with Rule 144(f), and (d)
the Company is provided with a copy of Holder's notice of proposed sale.
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4.4 Transfer Procedure. Subject to the provisions of Section 4.3,
Holder may transfer all or part of this Warrant and/or the Shares issuable upon
exercise of this Warrant (or the securities issuable, directly or indirectly,
upon conversion of the Shares, if any) at any time to Silicon Valley Bancshares
or The Silicon Valley Bank Foundation, or, to any other transferee by giving the
Company notice of the portion of the Warrant being transferred setting forth the
name, address and taxpayer identification number of the transferee and
surrendering this Warrant to the Company for reissuance to the transferee(s)
(and Holder if applicable).
4.5 Notices. All notices and other communications from the Company to
the Holder, or vice versa, shall be deemed delivered and effective when given
personally or sent by electronic facsimile transmission, express overnight
courier service, or mailed by first-class registered or certified mail, postage
prepaid, at such address as may have been furnished to the Company or the
Holder, as the case may be, in writing by the Company or such holder from time
to time, but in all cases, unless instructed in writing otherwise, the Company
shall deliver a copy of all notices to Holder to Silicon Valley Bank, Treasury
Department, 0000 Xxxxxx Xxxxx, XX-000, Xxxxx Xxxxx, Xxxxxxxxxx 00000.
4.6 Waiver. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought.
4.7 Attorneys Fees. In the event of any dispute between the parties
concerning the terms and provisions of this Warrant, the party prevailing in
such dispute shall be entitled to collect from the other party all costs
incurred in such dispute, including reasonable attorneys' fees.
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4.8 Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts, without giving
effect to its principles regarding conflicts of law.
"COMPANY"
ATTEST: ERUNWAY, INC.
By: By: /s/ Xxxx Xxxxxxxxxxx
--------------------------------- ------------------------------------
Name: Name: XXXX XXXXXXXXXXX
------------------------------- Title: SVP
Title:
------------------------------
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APPENDIX 1
NOTICE OF EXERCISE
1. The undersigned hereby elects to purchase _____________ shares of the
________________ stock of__________________________ pursuant to Section 1.1 of
the attached Warrant, and tenders herewith payment of the Exercise Price of such
shares in full.
1. The undersigned hereby elects to convert the attached Warrant into
Shares in the manner specified in Section 1.2 of the attached Warrant. This
conversion is exercised with respect to _______________ of shares of the
_________________ Stock of ______________________.
[Strike paragraph that does not apply.]
2. Please issue a certificate or certificates representing said shares in
the name of the undersigned or in such other name as is specified below:
_________________________________________________
(Name)
_________________________________________________
_________________________________________________
(Address)
3. The undersigned represents it is acquiring the shares solely for its own
account and not as a nominee for any other party and not with a view toward the
resale or distribution thereof except in compliance with applicable securities
laws.
----------------------------------------
(Signature)
-------------------------
(Date)
AMENDMENT TO WARRANT
THIS AMENDMENT TO WARRANT is entered into between SVB FINANCIAL GROUP
("Holder") and VIRTUSA, INC. (the "Company"), formally known as eRunway, Inc. as
of March 23, 2007.
The Parties agree to amend the Warrant to Purchase Stock issued by the
Company to Silicon Valley Bank on April 9, 2001 and assigned to Holder and with
a copy of such Warrant being attached hereto as Exhibit A (the "Warrant").
Capitalized terms used but not defined in this Amendment, shall have the
meanings set forth in the Warrant.
1. CHANGE IN "CLASS OF STOCK".
(a) The Class of Stock of the Warrant is listed on the Warrant as "Series B
Convertible Preferred Stock". It is agreed that such Class of Stock is "Common
Stock".
2. GENERAL PROVISIONS. This Amendment, the Warrant, and the other written
documents and agreements between Holder and the Company set forth in full all of
the representations and agreements of the parties with respect to the subject
matter hereof and supersede all prior discussions, representations, agreements
and understandings between the parties with respect to the subject hereof.
Except as herein expressly amended, all of the terms and provisions of the
Warrant shall continue in full force and effect and the same are hereby ratified
and confirmed.
COMPANY: HOLDER:
VIRTUSA, INC. SVB FINANCIAL GROUP
BY /S/ XXXX XXXXXXXX BY /S/ XXXXXX XXXXXX
---------------------------------- -------------------------------------
XXXX XXXXXXXX, CONTROLLER XXXXXX XXXXXX, DERIVATIVES MANAGER
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ADDENDUM TO AMENDMENT NO. 1 TO WARRANTS TO PURCHASE COMMON STOCK
Reference is made to those certain Amendment Nos. 1 (collectively, the
"Amendments"), dated as of March 23, 2007, to each of the Warrants to Purchase
Stock, issued to the SVB FINANCIAL GROUP ("Holder") by VIRTUSA CORPORATION (the
"Company"), dated as of April 9, 2001 (the "April 0000 Xxxxxxx") and dated as of
February 27, 2002 (the "February 2002 Warrant", and together with the April 2001
Warrant, the "Warrants").
WHEREAS, the April 2001 Warrant and February 2002 Warrant were
originally exercisable for an aggregate of 102,857 shares of series B preferred
convertible stock ("Series B Preferred"), at an exercise price of $1.75 per
share, which shares of Series B Preferred are convertible into 116,882 shares of
common stock pursuant to the terms of the Company's certificate of
incorporation; and
Whereas, the Amendments amended the April 2001 Warrant and February
0000 Xxxxxxx to provide that such Warrants would be exercisable for common stock
rather than Series B Preferred; and
Whereas, the parties contemplated that the Warrants, as amended
pursuant to the Amendments to purchase common stock rather than Series B
Preferred, would be exercisable for the number of shares of common stock into
which such Series B Preferred would be convertible pursuant to the terms of the
Series B Preferred in effect as of the date of the Amendment.
Accordingly, for the avoidance of doubt, the April 2001 Warrant and February
2002 Warrant, by virtue of the Amendment, and giving effect to the terms of the
series B convertible preferred stock, became automatically exercisable to
purchase up to 48,701 and 68,181 shares of common stock of the Company,
respectively, each at an exercise price of $1.75 per share.
This Addendum, the Amendments, the Warrants, and the other written
documents and agreements between Holder and the Company set forth in full all of
the representations, terms, and agreements of the parties with respect to the
subject matter hereof and supersede all prior discussions, representations,
agreements and understandings between the parties with respect to the subject
hereof.
All of the terms and provisions of the Warrants, as amended, shall
continue in full force and effect and the same are hereby ratified and
confirmed.
COMPANY: HOLDER:
VIRTUSA CORPORATION SVB FINANCIAL GROUP
BY /S/XXXXXX XXXXXX BY /S/ XXXXXX XXXXXX
------------------------------ ----------------------------------
XXXXXX XXXXXX, CFO XXXXXX XXXXXX, DERIVATIVES MANAGER
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