exv10w22






EXHIBIT 10.22






SUDATH PERERA ASSOCIATES

Attorney-at-Law & Notary Public

No. 51, Kassapa Road

Colombo 5.




PRIOR REGISTRATION:
Vide Schedule




LEASE AGREEMENT




NO: 438



THIS INDENTURE OF LEASE made and entered into at Colombo in the Republic
of Sri Lanka on this Seventeenth (17th ) day of May Two Thousand and Seven
(2007)




     BY AND BETWEEN


ORION DEVELOPMENT PVT LTD a Company duly incorporated in Sri Lanka under
the Companies Act No. 17 of 1982 bearing Company Registration No N(PVS) 49516
and having its Registered Office at No 752 Baseline Road Colombo 09 in the
Democratic Socialist Republic of Sri Lanka (hereinafter referred to as “the
Lessor” which term or expression as herein used shall where the context so
requires or admits mean and include the said ORION DEVELOPMENT PVT LTD and
its Successor or Successors and assigns) ONE PART




AND



VIRTUSA (PRIVATE) LIMITED a Company duly incorporated in the said Republic of
Sri Lanka under the Companies Act No 17 of 1982 and having its Registered
Office at No 117 Trans Asia Commercial Complex Sir Chittampalam A. Gardiner
Mawatha Colombo 2 in the said Republic of Sri Lanka (hereinafter referred to
as “the Lessee” which term or expression as herein used shall where the
context so requires or admits mean and include the said VIRTUSA (PRIVATE)
LIMITED and its Successor or Successors and assigns in tide) of the Other
Part.



WHEREAS CEYLON SYNTHETIC TEXTILE MILLS LIMTED is seised and possessed of or
otherwise well and sufficiently entitled to all that allotment of land
buildings and Premises marked LOT A in said plan No. 1187 dated
27th 29th March
1985 and 01st and 15th April 1985 morefully described in the First schedule
hereto bearing Assessment No. 752




(part of)











 



2



(part of) situated along Baseline Road together with the rights of way
and other rights over the road reservations marked Lot 2 Lot 4 Lot 7 in plan
No. 873 dated 06th April 1964 made by S.Singanayagan Licensed Surveyor
morefully described in the Second Schedule hereto.



AND
WHEREAS the said CEYLON SYNTHETIC TEXTILE MILLS LIMITED entered in to a
Lease Agreement bearing No 595 dated 30th March 2007 attested by
U.S.N.P.Perera Notary Public Colombo with the Lessor which is a 100% own
subsidiary Company of the said CEYLON SYNTHETIC TEXTILE MILLS LIMITED for a
period of THIRTY (30) years commencing from 15th March 2007 and ending on 14th
March 2037 for IT related business all that allotment of land buildings and
Premise bearing Assessment No 752 standing on the said land marked LOT A
morefully described in the First Schedule hereto together with the right to
use the road reservations marked Lot 2 Lot 4 Lot 7 according to said plan No.
873 morefully described in the Second Schedule hereto.



And the said Lot A in said plan No. 1187 according to a more recent survey
plan bearing No. 1969 dated
27th and
29th
March 1985 made by P. Sinnathamby
Licensed Surveyor is depicted as LOT X and is morefully described in the First
Schedule hereto.



AND WHEREAS the Lessor under and by virtue of clause 5 (3) of the said Lease
Agreement bearing No. 595 is permitted to sublease the said land and premises
morefully described in the First Schedule hereto or any part of portion
thereof and the Lessor has agreed with the Lessee to sublease to the lessee
the allotment of land buildings and premises marked as X1 and XI1 as shown in
the sketch plan dated 19th April 2007 coloured in green and attached to and
forming part and parcel of these presents containing an aggregate area of
Seventy Eight Thousand one hundred and Seventy Five Square feet (78,175
sq.ft.) inclusive of the proposed mezzanine floor together with the parking
area marked as X2 as shown in the sketch plan coloured in orange and
containing in extent of Twenty Eight Thousand Square Feet (28,000 sq.ft)
together with the rights of way other rights over the common access marked as
X10 as shown in the sketch plan coloured in yellow and over Lots 24 and 7 on
the said plan No. 873 and the other rights in the Second Schedule hereto fully
described (herein after called and referred to as the demised premises) for a
period of Five years and Three and a half (3 1/2) months commencing
on the 1st
day of July 2007 and ending on the 14th day of October 2012 at the monthly
rental and subject to the terms and conditions hereinafter set out and
contained.





	1.	 	NOW THIS AGREEMENT WITNESSETH that for and in consideration of a sum of
RUPEES NINETY FIVE MILLION TWO HUNDRED AND FORTY THREE THOUSAND THREE
HUNDRED (Rs.95,243,300/-) being rental deposit payment which shall be
held by the Lessor as an interest free refundable deposit to be refunded
to the Lessee as herein provided after deducting therefrom all monies due
and /or damages if any caused to the demised premises and/or the fixtures
and fittings therein or thereto belonging





Whereof/-











 



3





	 	 	whereof and 30% of the said interest free refundable deposit amounting
to RUPEES TWENTY EIGHT MILLION FIVE HUNDRED
AND SEVENTY TWO THOUSAND NINE HUNDRED AND NINETY (Rs.28,572,990/-) of
lawful money of Sri Lanka shall be paid by the Lessee to the Lessor at
the execution of these presents (the receipt whereof the Lessor doth
hereby admit and acknowledge) and 50% of the said interest free
refundable deposit amounting to RUPEES FORTY SEVEN MILLION SIX HUNDRED
AND TWENTY ONE THOUSAND SIX HUNDRED AND FIFTY (Rs.47,621,650/-) shall
be paid by the Lessee to the Lessor as per the clause 6 (14) stated
hereof and the final balance 20% of the said interest free refundable
deposit of RUPEES NINETEEN MILLION FORTY EIGHT THOUSAND SIX HUNDRED AND
SIXTY (Rs.19,048,660/-) shall be paid after completion of all renovations
to be carried out within the rent free period of Three and a half (3 1/2)
months in terms of this agreement and in consideration of the covenants
provisions and agreements hereinafter contained on the part and on behalf
of the Lessee to be observed and performed the Lessor doth hereby let
lease and demise unto the Lessee the demised premises together with all
and singular the rights and privileges easements servitudes and
appurtenances whatsoever to the demised premises belonging or used and
enjoyed therewith or reputed or known as part and parcel thereof.
	 
	2.	 	TO HOLD the said demised premises unto and to the use of the Lessee for
the term or period of Five (05) Years and Three and a half (3 1/2) months
commencing from the First (01st) day of July Two Thousand and Seven
(2007) and ending on the Fourteenth (14th) day of October in the year Two
Thousand and Twelve (2012)
	 
	3.	 	YIELDING and PAYING therefore unto the said Lessor the sum of RUPEES
FOUR HUNDRED AND SEVENTY FIVE MILLION SIX HUNDRED AND FIFTY NINE
THOUSAND ONE HUNDRED AND NINETY SIX (Rs.475,659,196/-) (Excluding
Government Tax) being the aggregate lease rental for the entire term of
Five years and Five months hereby created of lawful money of Sri Lanka to
be paid by the Lessee to the Lessor as follows:
	 
	(1)	 	The period of Three and a half (31/2) months commencing from the First
(1st) day of July Two Thousand and Seven (2007) and ending on the Fourteenth
(14th) day of October Two thousand and Seven (2007) shall be free of the
payment of lease rental
	 
	(2)	 	The monthly rental of a sum of Rupees Seven Million Two Hundred and Seventy
Thousand Two Hundred and Seventy Five (Rs.7, 270,275/-) plus Value added Tax
(or the relevant tax at the time) on the monthly rental to be paid on or before
the Twentieth (20th) day of each and every month commencing from the 15th day of
October 2007 and ending on the 14th day of October 2008.





(3) The monthly/-










 

 

4




	(3)	 	The monthly rental of a sum of Rupees Seven Million Two Hundred and
Seventy Thousand Two Hundred and Seventy Five (Rs.7,270,275/-) plus Value
added Tax (or the relevant tax at the time) on the monthly rental to be paid
on or before the Twentieth (20th) day of each and every month commencing from
the 15th day of October 2008 and ending on the 14th day of October 2009
	 
	(4)	 	The monthly rental of a sum of Rupees Eight Million Seventy Thousand and
Five (Rs. 8,070,005/-) plus Value added Tax (or the relevant tax at the time)
on the monthly rental to be paid on or before the tenth Twentieth (20th) day of
each and every month commencing from the 15th day of October 2009 and ending on
the 14th day of October 2010.
	 
	(5)	 	The monthly rental of a sum of Rupees Eight Million Seventy Thousand and
Five (Rs. 8,070,005/-) plus Value added Tax (or the relevant tax at the time)
on the monthly rental to be paid on or before the tenth Twentieth
(20th) day
of each and every month commencing from the 15th day of October 2010 and
ending on the 14th day of October 2011.
	 
	(6)	 	The monthly rental of a sum of Rupees Eight Million Nine Hundred and
Fifty Seven Thousand Seven Hundred and Six (Rs.8,957,706/-) plus Value Added
Tax (or the relevant tax at the time) shall be set off against the said
deposit of 50% set forth in clause 1 hereof at the rate of Rs. 3,968,471 per
month and the balance of Rs. 4,989,235 plus Value Added Tax (or the relevant
tax at the time) shall be paid as balance monthly rental per month commencing
from the 15th day of October 2011 and ending on the 14th day of October 2012
	 
	4.	 	AND the Lessee to the intent and its obligations shall continue
throughout the term hereby created doth hereby covenant with the Lessor
as follows:-
	 
	01.	 	To pay regularly and punctually the monthly lease rental as aforesaid to
the Lessor at Colombo
	 
	02.	 	To pay regularly and punctually at the time of setting the monthly lease rental plus the Tax or
the relevant tax at the time as aforesaid to the Lessor at Colombo 





03.To pay/-




	 	 	 	 	 	 	 
	CRION DEVELOPMENT (PVT) LIMITED	 	 
	 	 	 	 	Virtusa (Private) Limited
	[-s- ILLEGIBLE]

	 	[-s- ILLEGIBLE]
	 	[-s- ILLEGIBLE]
	 	[-s- ILLEGIBLE]
	Director

	 	Director
	 	Director
	 	Director






[-s- ILLEGIBLE]
NOTARY PUBLIC










 



5



	03.	 	To pay and settle regularly and punctually all meter charges of
electricity utilized by Lessee for their UPS and for the Service equipments
including Lift Air condition units Light fittings Water pumps Fire protection
unit, B.M.S. Components water bills and telephone bills and other charges to
the respective authorities on account of electricity and Water consumed and
telephone calls taken in the said demised premises during the continuance of
the lease hereby created and shall forward receipts of such payments quarterly
to the Lessor.
	 
	04.	 	To use the said demised premises for the sole purpose of IT related
business of the lessee subject however to the provisions of the clause 4(9)
hereof
	 
	05.	 	Subject to the provisions of the clause 5 (5) and (6) hereof not to hold
the Lessor liable in any way whatsoever for failure to provide or damage
caused to the Lessee by the unavailability of electricity and water to the
demised premises
	 
	06.	 	Not to permit any act of commission or omission which would create a
nuisance to tenants or occupiers of the neighbouring buildings

	 
	07.	 	 The Lessee shall attend to all minor repairs per item of the demised
premises (other than structural and external repairs) not exceeding a sum of
Rupees Five Thousand (Rs.5,000/-) of lawful money of Sri Lanka per month
	 
	08.	 	Not to store chemicals inflammable liquids acetylene gas or alcohol or
butyl or explosive oils compounds or substances upon the demised premises or
use any such substances or fluids in the demised premises (other than domestic
LPG cylinders for cooking or preparation of tea and other beverages) for any
purpose other than for the specified use of the demised premises approved by
the Lessor or its Agent/s and to be responsible for any accident or damage
that may occur due to any unauthorized storage and to pay the total cost of
the loss or damage caused within 14 days of its occurrence
	 
	09.	 	Not to sub-lease sub-let demise or in any manner the said demised premises
or any part or portion thereof other than to a subsidiary company of the
Lessee for any IT related business without the prior written consent of the
Lessor. However the consent of the Lessor shall not be unreasonablywithheld or
delayed.
	 
	10.	 	To keep the demised premises and every part or portion thereof including
the fixtures fittings and all other service equipments/ instrument at the
demised premises in good and proper order and condition and in the event of any
damage being caused by the wilful or negligent act of the Lessee the Lessee
shall make good of such damage ordinary wear and tear excepted provided that
the maintenance of the same should be carried out by the Lessor as herein
provided.





11.To/-










 



6



	11.	 	To keep the said demised premises in a clean and sanitary state order and
condition in conformity with the rules and conditions of the local authority.
	 
	12.	 	To permit the Lessor or its agents at all reasonable hours of the day
convenient to the Lessee to visit and inspect the condition of the demised
premises after Lessor giving prior written notice of twenty four (24) hours
thereof to the Lessee.
	 
	13.	 	Not to cut damage in any way or suffer to be cut or damage in any way the
roof floor walls windows doors or any other part of the demised premises
	 
	14.	 	Subject to clause 4(13) the Lessee shall be entitled to effect all
necessary repairs alterations additions of a non permanent nature to suit the
running of its IT office and to effect necessary wiring for purposes of
telephone extensions, net working and electrical requirements of the Lessee’s
Business.
	 
	15.	 	The Lessee shall throughout the lease period be responsible for insuring
its own property against all losses or damages by fire malicious damage
tempest riot and civil commotion and other risks and the lessor shall not be
liable or be oblige to make good any loss or damage caused hereto or to
replace the same
	 
	16.	 	To conform to all terms and conditions in the Fire Insurance Policy or
policies in respect of the demised premises and not to do or cause to be done
an act or thing whereby the policy or policies effected by the Lessor shall
become vitiated or payment of moneys due thereon refused or the premium
thereto increased and in such events to pay to the Lessor on demand all such
sums paid by way of increased premium in consequence of the breach or non
observance of this covenant.
	 
	17.	 	The Lessee shall appoint a fit and proper responsible person from the
Lessee company for the purpose of correspondence with the Lessor
	 
	18.	 	The Elevators (Lifts) of the said demised premises shall be used by the
Lessee and its clients, visitors, agents, employees, and workers and the
electricity charges for operating the said lift shall be borne by the Lessee
and the periodical service and overhaul of the said lifts shall be at the cost
of the Lessor as per clause 5(10) hereof.
	 
	19.	 	Janitorial services shall other than general maintenance as per clause 5
(14) hereof be organised by the Lessee at its own expense.
	 
	20.	 	At the end of the term hereby created or at sooner determination thereof
the Lessee shall hand over the Lessor quiet vacant and peaceful possession of
the said demised premises in good order and condition reasonable wear and tear
excepted and the Lessee shall be liable to replace the damages caused (if any)
in removing the improvements partitions etc of the demised premises.





5. AND/-










 




7





	5.	 	AND the Lessor to the intent and its obligations shall continue
throughout the term hereby created doth hereby covenant with the Lessee as
follows :-
	 
	1.	 	To permit the Lessee and its aforewritten to occupy the said demised
premises during the term hereby created without any obstruction hindrance
and/or interruption either by Lessor or by any person lawfully claiming
any right under the lease Agreement and to warrant and defend the title to
the demised premises and to indemnify and keep the lessee indemnified and
saved harmless at all times from all claims demands costs damages losses
which may be incurred or suffered by the lessee arising out of the
title
to the demised premises being defective.
	 
	2.	 	To pay and discharge or cause to be paid and discharged the existing
rates and taxes due in respect of the said demised premises and duly pay
all lease rentals and other charges in respect of the lease Agreement No.
595 and to comply with all the terms and conditions therein contained
during the continuance of the Lease Agreement hereof and shall and will
hold the Lessee and its aforewritten freed and indemnified and discharged
from the payment of same and incurred in respect thereof.
	 
	3.	 	In the event the Lessor obtains a mortgage during these presents on the
land morefully described in the Schedule hereto and on the said demised
premises the Lessor shall pay all instalments of principal and interest
due under such mortgage bond and shall ensure that all instalments of
principal and interest in respect of any existing mortgages in respect of
the demised premises are paid on the due dates without delay as provided
in such bonds and keep the Lessee freed and indemnified from any claims
damages actions and losses arising there from.
	 
	4.	 	A new access 25 feet wide capable of accommodating motor vehicles as
shown in blue dotted lines on plan number 1028 dated 15th September 1970
made by K. K. Thirunavukarasu licensed surveyor shall be duly provided by
the Lessor to the Lessee as COMMON ACCESS to the demised premises and the
entire premises of the Lessor prior to the completion of the said rent
free period of 3 1/2 months set forth in clause 3 (1) hereof from the
date of execution of this Agreement. A temporary wall shall be
constructed adjacent to this access and any modifications needed to
improve the appearance of buildings etc. along this access shall be done
by the Lessor at its cost. On completion of this new access and due grant
thereof to the Lessee the Lessee shall use only this new common access
and not any other road ways as it’s common access to the said demised
premises provided that such new access shall be free of any obstruction
for the unimpeded use thereof by the Lessee. In the event of the Lessor
requiring to construct a commercial building on the property marked as
Lot 3 referred to in Plan No. 1028 of the Lessor which requires an
amendment to the said new access, the Lessee shall use the alternative
common access 25 feet wide capable of accommodating motor vehicles as
shown in red dotted lines on the said Plan number 1028 over which the
Lessee has been granted a right of way





and










 



8



	 	 	and other rights in this agreement subject to the compliance by the
Lessor of the following conditions;






	 	i.	 	 The said alternative common access is mutually beneficial to the Lessor and
the Lessee
	 
	 	ii.	 	the said alternative common access shall not be used by any
industrial vehicles other than those vehicles mutually agreed
	 
	 	iii.	 	The said alternative access and its surroundings shall be upgraded and landscaped so as to be
similar to the said new access






	 	 	provided further that the said new access or the said alternative access
shall provide full and unimpeded access to the Lessor without any
obstruction or disturbance whatsoever and on mutual agreement between
the parties hereto the Lessor shall convey the right of way and other
rights over the said new access/ alternative access by way of a
supplement to this lease agreement in lieu of the right of way and other
rights granted to the Lessee under this agreement. In the event the
alternative common access shown in red dotted lines on the said plan
number 1028 is granted to use by the Lessee by the Lessor the Lessee
shall cease the use of new access shown in blue dotted lines on plan
number 1028 granted to the Lessee under this agreement.
	 
	5.	 	Prior to the completion of the said rent free period of 3 1/2 months the
Lessor shall provide electricity from the substation of the Lessor to
cover the requirement of the Lessees equipment (maximum 900 KVA) plus
other equipment and lighting at the demised premises which the Lessor
confirms will amount to Nine Hundred and Twenty (920) KVA as per the
existing plan.
	 
	6.	 	Prior to the completion of the said rent free period of 3 1/2 months the
Lessor shall provide a standby generator at its cost to meet
contingencies in the event of shortage or failure of power supply as
provided in clause 5(5).Required diesel to run the Generators shall be
supplied by the Lessee at their cost and the periodical service and
overhaul of the said generators shall be at the cost of the Lessor.
	 
	7.	 	In addition a Diesel storage tank to store fuel for a minimum of ten
days shall be provided at the cost of the Lessor.





8. The




	 	 	 	 	 	 	 
	ORION DEVELOPMENT (PVT) LIMITED	 	 
	 	 	 	 	Virtusa (Private) limited
	[-s- ILLEGIBLE]	 	[-s- ILLEGIBLE]	 	[-s- ILLEGIBLE]	 	[-s- ILLEGIBLE]
	Director

	 	Director
	 	Director
	 	Director






[-s- ILLEGIBLE]
NOTARY
PUBLIC










 



9



	8.	 	The buildings of the demised premises shall be air conditioned at the
cost of the Lessor prior to the completion of the said rent free period
of 3 1/2 months and all related equipment shall be maintained by the
Lessor during the term herein granted.
	 
	9.	 	A sprinkler system for fire protection of the demised premises shall be
provided at the cost of the Lessor prior to the completion of the said
rent free period and maintained by the Lessor
	 
	10.	 	The two (2) elevators at the demised premises shall be replaced and
maintained by the Lessor prior to the completion of the said rent free period
of 3 1/2 months and maintained by the Lessor provided however one (1) elevator
shall always be functional during such work for use by the Lessee.
	 
	11.	 	The Lessor shall at the Lessor cost and with no charge to the Lessee
provide the Lessee with space for covered parking of 120 cars in the adjacent
building coloured in orange on the sketch plan marked as X2 and 40 parking
slots near the demised building prior to the completion of the said rent free
period. It is further agreed in the^event the Lessor intends to develop the
building coloured in orange on the sketch plan marked as X2 herein contained
and the Lessor undertakes to provide a similar alternative car park in the
same/adjacent premises during such development period.
	 
	12.	 	On the request of the Lessee the Lessor agrees to develop within a period
of two years from the date of commencement of this lease a further minimum of
160,000 Square Feet of available buildings along with space for car parking at
the rate not exceeding of Rs.135/- per Square Foot. And the Lessor
and the
Lessee shall enter in to a fresh lease agreement as per new terms and
conditions mutually discussed and agreed by both parties in respect
of the
said 160,000 Square Feet.
	 
	13.	 	Landscaping shall be done by the Lessor at the cost of the Lessor prior to
the completion of said rent free period of Three and a half (3 1/2) months
	 
	14.	 	General maintenance and upkeep of the buildings and building maintenance &
services shall be done by the Lessor at the cost of the Lessor.
	 
	15.	 	Roadways access ways and adjacent areas of the demised premises shall be
maintained by the Lessor at the cost of the Lessor.
	 
	16.	 	The Lessor shall at its cost and within the said rent free
period of 3
1/2
months from the date of commencement of the lease herein granted carry out
external upgrading of the demised premises with cladding (opening and glazing)
of the said demised premises and the said demised premises shall be upgraded
internally at the cost of the Lessor with suspended ceilings fluorescent lights
fittings painting of the entire building refitting of the doors and windows,
carpeting and tiling and fitting of bathrooms and hygienic facilities according
to the specifications previously agreed by the Lessor and the Lessee.





17. To/-










 



10





	17.	 	To insure and keep insured at the cost of the Lessor the demised premises
during the currency of this lease to its full insurable value against any loss
or damage by fire lighting storm tempest explosion and civil commotion
terrorism malicious damage riots and strikes and such other or similar causes
or contingencies with the Sri Lanka Insurance Corporation Ltd or the National
Insurance Corporation Ltd or any other Company or Corporation carrying on the
business of insurance and regularly and punctually pay all the premium
necessary for effecting or keeping in force such insurance and in the event of
any loss or damage by any of the aforesaid agencies all sums of money received
or recovered by the Lessor by virtue of such insurance shall be paid out and
expended in rebuilding or reinstating the demised premises
	 
	18.	 	Both parties shall appoint a fit and proper responsible person from its
Company for the purpose of correspondence with each party
	 
	19	 	On expiration of the lease hereby created or sooner determination the
Lessor shall refund and repay to the Lessee 40% of the remaining interest
free refundable deposit upon the Lessee surrendering the demised premises
to the Lessor in good order repair and condition reasonable wear and tear
excepted and remainder of the refundable deposit shall be refunded and
repaid to the Lessee within 4 weeks of the Lessee surrendering the
demised premises after deducting from the said deposit the sum total of
any loss or damage that may have been caused by the Lessee to the demised
premises or to its fixtures and fittings
	 
	6.	 	PROVIDED ALWAYS and it is hereby mutually agreed and declared between
the Lessor and the Lessee as follows:-
	 
	1	 	The Lessor shall grant the Lessee peaceful vacant possession of the
demised premises on the First day of July 2007 provided however the
Lessor and its workmen shall be permitted by the Lessee to carry out the
renovations and improvements without any interferences and hindrances to
the demised premises as to enable the Lessor to comply with the
provisions pertaining to the said renovations and improvements as set
forth in this agreement
	 
	2.	 	The Lessee shall allow the Lessors identified workmen / servicemen to
enter in to the demised premises at a mutually agreed time to carry out
the necessary services and maintenance.
	 
	3	 	The Lessor and the Lessee agree that if the Lessor completes the
renovation of part of the demised premises as agreed prior to the expiry
of the said rent free period of 3 1/2 months and informs the Lessee that
part of the building is ready the Lessee shall if it considers feasible
commence business operations in the partially completed building and
shall pay the lease rental proportionately to the square foot area that
is being occupied by the Lessee. Provided further that the obligation of
the Lessor to complete the entire building in terms of clause 5(16) and 6
(5) hereof during the said rent free period of 3 1/2 months shall
continue to be valid and applicable to the Lessor.





To/










 



11





	4.	 	To permit the Lessee at its own cost to erect display affix or exhibit on or to the exterior
of the demised premises a name board of reasonable dimensions with or without illumination
containing the name of the Lessee and the Lessee shall remove all such additions without
causing damages to the demised premises on the termination of the agreement and on such
removal of the additions any damages caused to the premises shall be settled by the Lessee to
the Lessor
	 
	5.	 	If at the expiration of the term hereby created or sooner
determination, the Lessee fails or otherwise neglects to peaceably
surrender and yield up unto the Lessor the said demised premises the
Lessee shall be liable to pay the Lessor RUPEES THREE HUNDRED AND FIFTY
THOUSAND (Rs.350,000/=) per day as liquidated damages until such quiet
and vacant possession is given to the Lessor
	 
	6.	 	At the cost and expense of the Lessor and within the said rent free
period of 3 1/2 months from the date of commencement of the lease herein
granted the demised premises shall be upgraded externally with cladding
and glazing and in addition internally with: 






	 	a . 	 	Suspended ceilings
	 
	 	b.	 	Energy saving light fittings 
	 
	 	c.	 	 Complete painting
	 
	 	d.	 	Refitting doors
and windows
	 
	 	e.	 	Carpeting 
	 
	 	f.	 	 Tiling and fitting of hygienic facilities
	 
	 	g.	 	Building Management
System according to specifications previously agreed by the Lessor and the Lessee.






	7.	 	That the Lessee paying the rent hereby reserved and observing and
performing the several covenants herein contained shall peaceably hold and
enjoy the demised premises during the term hereby created without any
interruption by the Lessor or any other person claiming under or in trust
for the Lessor. The Lessor hereby expressly warrants and defends title to
the demised premises and expressly states that it has good legal and valid
title to the demised premises and shall keep the Lessee indemnified and
saved harmless from all claims demands costs damages losses which may be
incurred or suffered by the Lessee arising out of the title to the demised
premises being defective.
	 
	8.	 	If the rates and taxes imposed on the demised premises increases by more
than Rupees Eight Hundred Thousand (Rs.800,000/-) per annum from the date
of commencement of the term herein granted or an additional tax is imposed
on the demised premises as a consequence of the business carried on by the
Lessee the Lessee shall be liable to pay such increase or the additional
tax amount to the Lessor.
	 
	9.	 	I. The Lessee shall be entitled to terminate this Agreement after a period
of Three (3) years from the commencement of the lease herein granted by
giving Six (6) calendar month’s prior written notice to the Lessor and on
such termination the Lessor shall refund to the Lessee all unutilised
lease rentals paid by Lessee to the Lessor together with the said
refundable deposit subject to clause 5 (19) and the provisions herein
contained.





11 If










 



12





	 	 	II If either party is in breach of any terms or conditions of the lease
herein granted or if the Lessor is in breach of any of the terms or
conditions contained in the said Lease Agreement No. 595 the aggrieved
party shall be entitled to give fifteen (15) days written notice to the
defaulting party to rectify such breach and at the end of such period if
such breach is not rectified the aggrieved party may take steps to
rectify such breach as aforesaid and in such event the defaulting party
shall forthwith pay to the aggrieved party on written notification by
the aggrieved party such sum of money expended by the aggrieved party to
rectify such breach plus damages at Twenty (20%) per centum of the said
cost for non-compliance by the defaulting party of such breach. In the
event of non-payment or further breach by the defaulting party the
aggrieved party shall be entitled to refer the same to an independent
arbitrator as per Arbitration Act No.11 of 1995 and if the arbitration
order is not given in fifteen (15) days time the aggrieved party shall
be entitled to terminate the lease herein granted by giving a further
fifteen (15) days written notice
	 
	10.	 	In the event of the Lessee being desirous of an extension of the term of
occupation for a further period of five (5) years the Lessee shall Three (03)
months prior to the expiration of this lease agreement notify the Lessor in
writing and the Lessor shall extend the term on an agreed lease rental per
square foot which shall not exceed Rs. 150 per square foot and on the same
terms as herein contained. Such new agreement shall include the rights of
access as set forth in clause 5(4)of this agreement.
	 
	11.	 	Placing of hoardings name boards shall be carried out by the Lessee with
prior written approval and discussions made with the Lessor to the said
demised premises morefully described in the First and Second Schedules hereto
	 
	 	 	The Lessor shall within a period of Three and a half (3 1/2) months from
the date of execution of these presents complete the renovations of the
demised premises. In the event of delay neglect or failure on the part
of the Lessor to complete the said renovation the Lessee shall permit
the Lessor to complete the said renovation within an extended period of
six weeks and further if the Lessor is unable to complete the
renovation during the extended period a further extension of two and a
half months will be granted subject to non payment of lease rental for
such period that the Lessee permits the Lessor to complete the said
renovation and





Subject




	 	 	 	 	 	 	 
	ORION DEVELOPMENT (PVT) LIMITED	 	 
	 	 	 	 	Virtusa (Private) Limited
	[-s- ILLEGIBLE]	 	[-s- ILLEGIBLE]	 	[-s- ILLEGIBLE]	 	[-s- ILLEGIBLE]
	Director

	 	Director
	 	Director
	 	Director
	 
	 	 	 	 	[- s- ILLEGIBLE]

NOTARY PUBLIC












 



13



	 	 	subject to the Lessor paying the Lessee interest on the refundable
deposit at the said rate of 2% over the said SLIBOR (Sri Lanka Inter
Bank Offer Rate) during the period of two and a half months provided
however the Lessee shall be entitled to commence business in the
comlepeted section of the said building. And in the event of delay
neglect or failure on the part of the Lessor to complete the said
renovations on the date of expiry of such extended period the Lessee
shall at its option be entitled to terminate this agreement by a notice
in writing to the Lessor and the Lessor shall refund to the Lessee the
refundable deposit plus interest at the said rate from the date of
execution of this agreement
	 
	13.	 	The Lessee is permitted to move in the Lessees equipment and make
necessary fittings prior to the commencement of the lease

	 
	14.	 	The balance 50% of the refundable deposit of one years rental deposit
amounting to RUPEES FORTY SEVEN MILLION SIX
HUNDRED AND TWENTY ONE THOUSAND SIX HUNDRED AND FIFTY
(Rs.47,621,650/-) shall be paid by the Lessee to the Lessor in the
following manner:
	 
		 	 a) 10% shall be paid on submission and verification of Progress
Report of Civil Work stage I 

b) 10% shall be paid on submission and
verification of Progress Report of Civil Work stage II 

c) 10% shall be
paid on submission and verification of Progress Report of Civil Work
stage III 

d) 10% shall be paid on submission and verification of
Progress Report of Civil Work stage IV 

e) 10% shall be paid on
completion of building facade
the Lessee shall be entitled to employ its
own architects, engineers , quantity surveyors etc for purposes of
verification of progress reports.






	15.	 	The Lessee shall employ at its own cost its internal security guards for
the points mutually agreed by the Lessor and Lessee as demarcated in the
annexed document marked Y
	 
	16.	 	In the event of a significant portion of the demised premises or the
building thereon being damaged beyond usage as a result of fire lighting
explosion malicious agency strikes riots civil commotion terrorism or due to
act of god other than due to an error omission or negligence of the Lessee as
per clause 4 (10) the Lessee may terminate this agreement forthwith by notice
to the Lessor or at its sole option to suspend this agreement by notice in
writing to the Lessor for such period pending reinstatement of the demised
premises to its original condition by the Lessor and in such event the
obligation of the Lessee under this agreement (including payment of lease
rentals) shall be deemed to be forthwith suspended and this agreement shall be
revived only when the Lessee resumes the use of the demised premises for the
business of the Lessee provided that the Lessee shall have the right at any
time to terminate this Agreement by notice in writing to the Lessor during the
said period of suspension.. The Lessor shall refund to the Lessee all
unutilised lease rentals and the said refundable deposit subject to clause 5
(19) on such termination as aforesaid.





17.The/-










 



14





	17.	 	The Lessee shall inform in writing to the lessor of any complaints
regarding the Consultant employed by the Lessor on the maintenance and
upgrading of the demised premises and the Lessor shall consider the complaints
forthwith and remedy the complains without any delay after mutual discussion
with the Lessee
	 
	18.	 	Both parties shall bear in equal share the lawyer’s legal fees and
incidental expenses in respect of this Lease Agreement and the stamp duty
shall be born by the Lessee
	 
	19.	 	All notices required to be served under these Presents shall be deemed to
be sufficiently sent if addressed and posted by Registered Post to the Lessee
and the Lessor at the above said Registered addresses and any change or
changes in the respective addresses aforesaid may be given by Registered Post
in like manner.




IN WITNESS WHEREOF the parties have hereunto and to three others of the same
tenor and date as these presents affixed its respective common Seal at the
place on the day month and year at the beginning hereof written.







THE FIRST SCHEDULE ABOVE REFERRED TO





	1.	 	All that divided and defined allotment of land and buildings
bearing Assessment No. 752 Danister de Silva Mawatha formerly Baseline
Road which said allotment of land is marked LOT A in Plan No. 1187
dated 27th, 29th March 1985 and 1st
and 15th April 1985 made by P.
Sinnathamby Licensed Surveyor is a divided and defined portion of land
from and out of the land called Umbichy Mills situated along Danister
de Silva Mawatha formerly Baseline Road within the Municipality and
District of Colombo Western Province and is bounded on the North by
Lots D.N. & O in Plan No. 1187 and Lot 2 in Plan No. 1028 made by P.
Sinnathamby Licensed Surveyor and bearing Assessment No. 752/1,
Danister de Silva Mawatha on the East by Lot 2 in Plan No. 1028 and
bearing Assessment No. 752/1, Daister de Silva Mawatha and Dematagoda
Ela on the South by premises bearing No. G 658 Danister de Silva
Mawatha and Lot B In Plan No. 1187 and on the West by Lot B in Plan No.
1187, premises bearing Assessment Nos. G 658 & G 716 Danister de Silva
Mawatha Private Road and Lot N in Plan No. 1187 and containing in
extent Six Acres Thirteen Decimal Seven Five Perches (A6-R0-P13.75) and
registered in A 850/71 at the Colombo District Land Registry.




According to a more recent survey the above said Lot A is morefully described
as follows.



All that divided and defined allotment of land marked Lot X (Part) depicted in
Plan No. 1969 dated 23rd March 1988 made by P. Sinnathamby Licensed Surveyor
(being a resurvey of Lot A in survey plan No. 1187 dated 27th, 29th




March/-










 



15



March 1985
and 1st and 15th April 1985 made by P.
Sinnathamby Licensed Surveyor) presently
bearing assessment No. 752 and formerly No 752 (part of) situated along a road off Danister De
Silva Mawatha formerly Baseline Road in the Dematagoda Ward No. 29 in the Palle Pattu of Salpiti
Korale within the administrative limits of Colombo Municipal Council Colombo Western Province and
which said Lot X is bounded on the North by Lot 6 (Approved private Road 40 feet wide) hereof and
Lot 2 in plan No. 1028 bearing assessment No. 752/1
Danister De Silva Mawatha on the East by Lot 2
in plan No. 1028 bearing assessment No. 752/1 Danister De Silva Mawatha and Dematagoda Ela on the
South by Premsies bearing Assessment No. G658 Danister De Silva Mawatha and Lot Y hereof on the
West by Lot Y hereof premises bearing assessment No. G658
Danister de Silva Mawatha Private Road
and premises bearing assessment G716 Danister De Silva Mawatha and Lot 2 in plan No. 1028 bearing
assmt.752/1 Danister De Silva Mawatha and containing in extent Six Acres Thirteen Decimal Seven
Five Perches (A6-RO-P13.75) according to the said Plan No. 1969.




THE
SECOND SCHEDULE ABOVE REFERRED TO :-



Together with the right to use the following Road Reservations :





	02.	 	All that divided and defined allotment of land marked Lot 2 (Reservation
for a Private Street) depicted in Plan No. 873 dated 6-4-1964 made by S.
Singanayagam Licensed Surveyor and Leveller of the land called Umbichy Mills
situated along Baseline Road aforesaid and which said Lot 2 is bounded on the
North East by Lot 1 in Plan No.
873 South East by Lot 1 in Plan No. 873 South West by Lot 4 in Plan No. 873 on the
South East by Lot 1 in Plan No. 873 on the South West by Lot 4 in Plan No. 873 and on the
North West by Lot 1 in Plan No. 873 and containing in extent Thirty Eight perches
(A0-R0-P38.0) and registered in volume A 640/257 at the Colombo Land Registry.
	 
	03.	 	All that divided and defined allotment of land marked Lot 4 (Reservation for
a Road) of the land called Umbichy Mills bearing assessment No.736, 750/1 and
752/10 Baseline Road situated along Baseline Road aforesaid and which said Lot 4
is bounded on the North East by Lots 1 and 2 in Plan No.873 on the South East by
Lots 1 and 3 in Plan No.873 on the South West by Lots 5 & 6 in Plan No.873 and
Baseline Road and on the North West by Lot 5 in Plan No.873 Baseline Road and
Lot 7 in Plan No.873 and containing in extent One Rood Twenty
Eight (A0 Rl P28)
and registered in volume A 638/250 at the Land Registry Colombo.
	 
	04.	 	All that divided and defined allotment of land marked Lot 7 (Road) of
the land called Umbichy Mills situated along Baseline Road aforesaid and





which











 



16





	 	 	which said Lot 7 in bounded on the North East by premises now bearing
assessments Nos.758/3, 758/4, 758/5, 758/6 and 760 Baseline Road and Lot 4
in Plan No.873 on the South East by Lot 4 No.873 on the South West by
Baseline Road and on the North West by Baseline Road and premises now
bearing assessments Nos.758/3, 758/4, 758/5, 758/6 and 760 Baseline Road
and containing in extent Eighteen Decimal Five Perches (A0 R1 P18.5) and
registered in volume A 638/249 at the Land Registry Colombo.




Together with a further right of way over a new Road Reservation now in use
marked Lot 6 in Plan No. 1969 dated 27th, 29th
March 1985 and 1st April 1985
made by P. Sinnathamby Licensed Surveyor and containing in extent One Rood
Seventeen Decimal Six Nought Perches (A0-R1-P17.60) as per the said Plan No.
1969.




The Common Seal of the said

ORION DEVELOPMENT PVT LTD

Is hereto affixed
in the presence of




	 	 	 	 	 	 	 
	1.
	 	 	 	 	 	 
	 
	2.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Who do hereby attest the sealing thereof 	ORION DEVELOPMENT (PVT) LIMITED
	 
	 	 	 	 	 	 
	W I T N E S S E S :-	 	[- s- ILLEGIBLE]	 	[- s- ILLEGIBLE]
	 

	 	 	 	Dirctor
	 	Director
	1.
	 	[ILLEGIBLE]	 	 	 	 
	 
	2.
	 	[ILLEGIBLE]	 	 	 	 
	 
	 	 	 	 	 	 
	The Common Seal of the said	 	 	 	 
	VIRTUSA (PRIVATE) LIMITED	 	 	 	 
	Is hereto affixed in the presence of	 	 	 	 
	 
	 	 	 	 	 	 
	1.	 	 	 	Virtusa (Private) Limited
	 
	 	 	 	 	 	 
	2.

	 	 	 	[- s- ILLEGIBLE]
Director
	 	[- s- ILLEGIBLE]

Director
	 
	 	 	 	 	 	 
	Who do hereby attest the sealing thereof	 	 
	 
	 	 	 	 	 	 
	W I T N E S S E S :-	 	 	 	 
	 
	 	 	 	 	 	 
	1.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	2.

	 	[ILLEGIBLE]	 	 	 	 
	 	 	 	 	[- s- ILLEGIBLE]

NOTARY PUBLIC