Exhibit
10.1


 


THIRD
AMENDMENT TO LEASE


 


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”).


 


W I T N E S S E T H:


 


WHEREAS, W9/TIB Real
Estate Limited Partnership, a Delaware limited liability company and
Westborough Office Park, LLC, a Delaware limited liability company (the “Prior
Landlords”), each as a prior landlord, and Tenant, as tenant, entered into that
certain Lease dated June, 2000, as amended by First Amendment to Lease dated
November, 2000 and Second Amendment and Extension of Lease dated December 30,
2003 (collectively the “Lease”) pursuant to which the Tenant leased a portion
of the building (the “Building”) located at and numbered 2000 West Park Drive,
Westborough Office Park, Westborough, Massachusetts, containing approximately
29,995 rentable square feet, consisting of (i) 7,848 rentable square feet
located on the first (1st) floor of the Building and known as Suite No. 110;
(ii) 11,648 rentable square feet located on the third (3rd) floor of the Building and known as Suite No. 300
and (iii) 10,499 rentable square feet of space located on the third (3rd) floor of the Building and known as Suite 310,
all as more particularly described in the Lease (collectively the “Premises”);


 


WHEREAS, Landlord
succeeded to all of Prior Landlords’ right, title and interest in the Lease
pursuant to that certain Bill of Sale, Assignment and Assumption dated September 5,
2007, executed in connection with Landlord’s purchase of that certain property
commonly known as the Westborough Office Park, 1700 West Park Drive, 1800 West
Park Drive, 1900 West Park Drive and 2000 West Park Drive, Westborough,
Worcester County, Massachusetts (the “Project”) and


 


WHEREAS, Landlord and
Tenant desire to further amend the Lease in order to (i) extend the Term
of the Lease applicable to the Premises; (ii) reduce the Premises by
approximately 7,848  rentable
square feet and (iii) make other agreements on the terms and conditions
provided herein.


 


NOW, THEREFORE, in
consideration of the mutual covenants and amendments herein contained, and for
other good and valuable consideration paid, the receipt and sufficiency of which
are hereby acknowledged, Landlord and Tenant do hereby acknowledge and agree as
follows:


 


1.             Term. 
Commencing on the Effective Date of this Amendment, the Term of the
Premises is hereby extended for a period commencing on the Effective Date of
this Amendment and expiring on February 28, 2018 (the “New Expiration Date”),
unless sooner terminated in accordance with the terms of the Lease (the “New
Term”).  The New Term shall be upon all
the same terms and conditions of the Lease in effect immediately preceding the
commencement of 


 

















 


the New Term except as
otherwise modified herein.  Subject to
the terms and conditions of the Lease including but not limited to force
majeure events under Section 25(c), Tenant shall have the right to access
and use the Premises for its operations on a 24/7/365 basis throughout the
Term.


 


2.             Reduction of Premises.  Tenant shall on the date that the Surrender
Condition (as defined below) is fully satisfied (the “Surrender Date”) surrender the first floor
portion of the Premises containing approximately 7,848 rentable square feet
(the “Surrender Space”) to Landlord and immediately thereafter (i) the
Lease will be deemed terminated with respect to the Surrender Space, (ii) the
Premises shall be deemed reduced by the removal of the Surrender Space
resulting in a reduction of the rentable square footage of the Premises from
approximately 29,995 rentable square feet on the first (1st) and third (3rd)
floors of the Building to approximately 22,147 rentable square feet on the
third (3rd) floor of the Building, as shown on Exhibit A-2
attached hereto and incorporated herein, and (iii) the “Premises” as
defined in the Lease shall no longer be deemed to include the Surrender
Space.  Landlord acknowledges
and agrees that it has inspected the Surrender Space and that Landlord will
accept the Surrender Space in “AS-IS” condition notwithstanding any term or
condition of the Lease to the contrary, and in no event shall Tenant be
responsible for delivering possession of the Surrender Space free of the
occupancy Exagrid Systems Inc. (“Exagrid”) . 
Landlord and Tenant acknowledge that the Surrender Space is currently
subject to a Sublease between Tenant and Exagrid (the “Sublease”).  Tenant’s obligations under this Section 2
are subject to Tenant entering into a written termination of the Sublease with
Exagrid and Tenant vacating the Surrender Space (the” Surrender Condition”).  In the event the Surrender Condition is not
satisfied on or before March 31, 2010, Tenant shall remain responsible for
Basic Rent, Additional Rent and other costs, expenses and charges due under the
Lease (without regard to modification to Basic Rent provided in this Amendment)
with respect to the Surrender Space until the earlier of the date (i) Surrender
Condition is satisfied, or (ii) the date the Term would have expired
without regard to any extension undertaken pursuant to this Amendment.


 


3.             Modification of Basic Rent.  The Basic Rent for the Premises commencing on
the Effective Date shall be amended as follows and shall be effective
retroactively as of November 1, 2009 (the “New Rent Commencement Date”):


 


	
  Time Period

  	
   

  	
  Annual
  Basic Rent

  	
   

  	
  Monthly
  Basic Rent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  November 1, 2009 – December 31, 2009

  	
   

  	
  $382,035.75 on

  22,147 SF

   

  $186,549.96 on 

  7,848 SF

  	
   

  	
  Total:
  

  	
  $31,836.31

   

   

  $15,545.58

  $47,381.89

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  January 1, 2010 – March 31, 2010

  	
   

  	
  $382,035.75 on 

  22,147 SF  



  $192,119.04 on

  7,848 SF

  	
   

  	
  Total:
  

  	
  $31,836.31

   

   

  $16,009.92

  $47,846.23

  	
   

  



 


2

















 


	
  April 1, 2010 –  June 30, 2010

  	
   

  	
  $0

  	
   

  	
  $0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  July 1, 2010 –  October 31, 2010

  	
   

  	
  $382,035.75

  	
   

  	
  $31,836.31

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  November 1, 2010 –  October 31, 2011

  	
   

  	
  $393,109.25

  	
   

  	
  $32,759.10

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  November 1, 2011 –  October 31, 2012

  	
   

  	
  $404,182.75

  	
   

  	
  $33,681.90

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  November 1, 2012 –  October 31, 2013

  	
   

  	
  $415,256.25

  	
   

  	
  $34,604.69

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  November 1, 2013 –  October 31, 2014

  	
   

  	
  $426,329.75

  	
   

  	
  $35,527.48

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  November 1, 2014 –  October 31, 2015

  	
   

  	
  $448,476.75

  	
   

  	
  $37,373.06

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  November 1, 2015 –  October 31, 2016

  	
   

  	
  $470,623.75

  	
   

  	
  $39,218.65

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  November 1, 2016 –  February 28, 2018

  	
   

  	
  $492,770.75

  	
   

  	
  $41,064.23

  	
   

  



 


 


Tenant agrees and
acknowledges that it shall have absolutely no right to withhold, deduct or
off-set Basic Rent except as expressly set forth in the Lease as amended.


 


Effective as of the
expiration of the Wachovia SNDA Termination Period (provided Tenant has not
delivered the Wachovia SNDA Termination Notice to Landlord) and the expiration
of the Mortgagee Approval Period, Tenant is entitled to three (3) months
of free Basic Rent (the “Free Basic Rent”) from April 1, 2010 through June 30,
2010 (the “Free Basic Rent Period”). 
Notwithstanding the foregoing, during the Free Basic Rent Period Tenant
shall continue to pay to Landlord any and all Taxes, Operating Costs and other
costs and expenses attributable to the Premises in accordance with the terms
and conditions of the Lease.


 


Effective as of the
expiration of the Wachovia SNDA Termination Period (provided Tenant has not
delivered the Wachovia SNDA Termination Notice to Landlord) and the expiration
of the Mortgagee Approval Period, in addition to the Free Basic Rent, Tenant
shall also be entitled to a rent credit in the amount of $64,097.11
representing the amount due retroactively for payments made by Tenant under the
terms of the Lease as existed prior to the effective date of this Third
Amendment to Lease


 


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which Tenant may use as a
rent credit against monthly Rent obligations under the Lease (the “Rent Credit”).


 


4.             Tenant Improvement Allowance.  Effective as of the expiration of the
Wachovia SNDA Termination Period (provided Tenant has not delivered the
Wachovia SNDA Termination Notice to Landlord) and the expiration of the
Mortgagee Approval Period, if and so long as there is no Event of Default under
the Lease and subject to the provisions of this Section 4, Landlord
acknowledges and agrees that Landlord shall contribute the sum of $265,764.00
(the “Tenant Improvement Allowance”) to the hard and soft costs, including,
without limitation, architectural, design, consulting, permit and engineering
fees, related to the Tenant’s improvements to the Premises (the “Tenant
Improvements”).  Tenant may apply up to
thirty five percent (35%) of the Tenant Improvement Allowance to pay for Tenant’s
audio visual equipment for board rooms, demo/training rooms, computer rooms and
other furniture, fixtures and equipment. 
In addition, Tenant shall have the right to use up to 25% of any unused
portion of the Tenant Improvement Allowance as a rent credit to be applied
against future Rent payments (the “Credit Amount”), but Landlord shall
have no further obligation with respect to any remaining unused portion of the
Tenant Improvement Allowance if any portion of the Tenant Improvement Allowance
above the Credit Amount remains unspent by Tenant as of October 31, 2011.


 


From time-to-time,
but not more than once a month, Tenant may give Landlord a Requisition (as
defined below) for so much of the Work Cost (as defined below) as arose since
the end of the period to which the most recent prior Requisition related, or,
with respect to the first Requisition, for the Work Cost previously
incurred.  Provided that no Event of
Default has occurred and is continuing, within thirty (30) days after Landlord
receives a complete Requisition, Landlord shall pay Tenant ninety percent (90%)
of the Work Cost reflected in such Requisition and shall withhold the remaining
ten percent (10%) of Work Cost (the “Retainage”); and provided that no Event of
Default has occurred and is continuing under the Lease, within thirty (30) days
after Tenant furnishes Landlord with (x) a final, stamped set of “as built”
plans for the Premises from Tenant’s architect which demonstrates that the
Tenant Improvements have been completed substantially in accordance with plans
and specifications approved by Landlord and (y) its final Requisition
which demonstrates that the Tenant Improvements have been substantially
completed and paid for in full by Tenant, Landlord shall pay Tenant the
Retainage.  In the event Landlord fails
to pay any portion of the Tenant Improvements for which a Requisition is
properly submitted hereunder within thirty (30) days, and such failure
continues for more than five (5) days after a notice of intent to deduct
from Tenant, then Tenant shall be entitled to offset the Requisition amount
against twenty (20%) of the monthly Basic Rent and Additional Rent due under
the Lease until such Requisition amount due to Tenant under this Section 4
has been reimbursed in full.


 


“Requisition”
shall mean a written request by Tenant for payment from Landlord for the cost
of Tenant Improvements (the “Work Cost”) and shall consist of the following: (i) identification
of the contractor, subcontractors, vendors and materialmen who have supplied
the materials or performed the work for which payment is being requested; (ii) copies
of bills and receipts for the portion of the Tenant Improvements for which
Tenant seeks payment; (iii) a Contractor’s Application For Payment with
certification for payment by Tenant’s architect; (iv) lien waivers, which
may be conditioned upon payment, from contractors and subcontractors who


 


4

















 


have supplied
materials or performed work in or to the applicable portion of the Premises and
(v) solely with respect to Tenant’s final Requisition, in addition to the
forgoing, Certification of Completed Inspection and Certified Completion Letter
by Tenant’s architect or engineer of record.


 


Other than with respect
to the Credit Amount, Tenant shall have until or before October 31, 2011
to use the Tenant Improvement Allowance. 
Except for the Tenant Improvement Allowance set forth herein, there is
no other amount due to Tenant for any relocation, reconfiguration or
improvement allowance under the Lease. 
The Tenant Improvement Allowance is being given for the benefit of the
named Tenant, Virtusa Corporation, only (and any Permitted Transferee).  No third party (other than a Permitted
Transferee) shall be permitted to make any claims against Landlord or Tenant with
respect to any portion of the Tenant Improvement Allowance.


 


5.             SNDA Agreements. 
On or before 5:00 p.m. on April 5, 2010 (the “Wachovia SNDA
Period”), Landlord shall obtain a subordination, non-disturbance and attornment
agreement from the current mortgagee of the Project, Wachovia Bank, National
Association (“Wachovia”), on Wachovia’s current standard form of Subordination,
Non-Disturbance and Attornment Agreement with commercially reasonable changes
provided by Tenant (the “Wachovia SNDA”), with Landlord and Tenant agreeing to
reasonably cooperate with each other in reaching mutual agreement on the
Wachovia SNDA.  In the event that
Landlord is not able to obtain the Wachovia SNDA within the Wachovia SNDA
Period then Tenant’s sole and exclusive remedy at law and/or equity shall be to
terminate this Amendment by providing written notice (the “Wachovia SNDA
Termination Notice”) to Landlord on or before 5:00 p.m. on April 9,
2010 (the “Wachovia SNDA Termination Period”). 
In the event Tenant fails to timely deliver the Wachovia SNDA
Termination Notice within the Wachovia SNDA Termination Period then Tenant
shall have waived its termination right with respect to Landlord’s failure to
deliver the Wachovia SNDA and the Lease as modified by this Amendment shall
continue in full force and effect.  In
the event Tenant timely provides the Wachovia SNDA Termination Notice then only
this Amendment shall terminate as if the Amendment were never executed
including but not limited to the termination of Tenant’s rights with respect to
the Free Basic Rent and Rent Credit under Section 3, Tenant Improvement
Allowance under Section 4 and return of the Letter of Credit (as defined
below) and inability to draw under the Letter of Credit under Section 6
and terms and conditions of the Lease that existed immediately prior to the
execution of the Amendment shall be reinstated and continue in full force and
effect.  Notwithstanding any of the
foregoing provisions, Tenant shall continue to be obligated to pay Basic Rent,
Additional Rent and any other costs and charges due under the Lease until the
Wachovia SNDA Termination Notice is delivered to Landlord, if ever.


 


In addition, Landlord
agrees to use commercially reasonable efforts for a period of thirty (30) days
from Tenant’s request to obtain a non-disturbance, subordination and attornment
agreement from all future lenders (“Future Lenders”) of the Property on such
future lenders current standard form of non-disturbance, subordination and
attornment agreement with commercially reasonable changes provided by Tenant,
with Landlord and Tenant agreeing to reasonably cooperate with each other in
reaching mutual agreement.  “Reasonable
efforts” of Landlord shall not require Landlord to incur any cost, expense or
liability to obtain such 


 


5

















 


agreement, it being
agreed that Tenant shall be responsible for any reasonable fee or reasonable
review costs charged by such Future Lenders. 
Upon request of Landlord, Tenant will execute the form of non-disturbance,
subordination and attornment agreement provided by either Wachovia or the
Future Lenders and return the same to Landlord for execution.  Landlord’s failure to obtain a
non-disturbance, subordination and attornment agreement for Future Lenders for
Tenant shall have no effect and Tenant or be considered to be a default by
Landlord hereunder.


 


6.             Security Deposit/Letter of Credit.  Within ten (10) days of the Effective
Date of this Amendment, Landlord shall deliver the existing letter of credit to
Tenant together with any amendments thereto (the “Letter of Credit”) and Section 6
of the Lease shall terminate and be deemed null and void and of no further
force and effect.  From and after the
Effective Date, Landlord shall have no right to draw on the letter of credit.


 


7.             Operating Costs and Taxes; Tenant’s Proportionate
Share.  Commencing on April 1,
2010, Tenant’s “Base Tax Year” for Taxes shall be adjusted to Calendar Year
2010 (for purposes of calculating Taxes for calendar year 2010, such amount
shall equal 50% of the Taxes for fiscal year 2010 and 50% of the Taxes for
fiscal year 2011) and Tenant’s “Expense Stop” for Operating Costs shall be
adjusted to Calendar Year 2010.  Tenant
shall continue to pay, as Additional Rent, Tenant’s Proportionate Share of
increases in Operating Costs and Taxes above the Expenses Stop and Base Tax
Year in accordance with the terms of the Lease. 
“Tenant’s Proportionate Share” for the Premises shall now be
35.05%.   Landlord and Tenant stipulate
and agree that Tenant’s Proportionate Share as set forth in this Amendment is
true, accurate, correct and binding upon them.


 


8.             Electricity.  Section 7(e) of
the Lease is hereby deleted in its entirety and the following new Section 7(e) is
hereby inserted in its place:


 


“Landlord
represents and warrants that the Premises is currently separately sub-metered
for electricity.  Landlord shall read
such meter on a monthly basis and bill Tenant for electric usage shown on such
meter at the same rate charged for such period by the utility company providing
electric service to the Building, without mark-up.  Tenant shall pay such invoice within thirty
(30) days of receipt of the same. 
Landlord shall keep the meter serving the Premises and its related
equipment in good working order and repair.”


 


9.             Condition of Premises.   Landlord shall be responsible for ensuring
that the Premises are in compliance with all applicable laws (other than those
applicable thereto due to the particular use made thereof by Tenant) and that
all building systems serving the Premises are in good working order on April 1,
2010.  Except as provided in this Section 9,
Landlord shall have no obligation to perform any alterations or improvements to
the Premises other than any repair obligations of Landlord as expressly set
forth in the Lease.  Landlord warrants
that the roof on the Building is watertight and that the building systems,
including, the HVAC, electrical, life safety and plumbing systems are in good
working order, and Landlord shall maintain the same in such condition
throughout the Term. Any construction, alterations or improvements to the
Premises shall be performed by Tenant at its sole cost and expense using
contractors selected 


 


6

















 


by Tenant and reasonably
approved by Landlord and shall be governed in all respects by the provisions of
the Lease.


 


10.           Extension Period.  Provided that as of the date
of the notice specified below, there is not an Event of Default, Tenant shall
have the right to extend the Term of this Lease for one (1) additional
consecutive period of five (5) years (the “Extension Term”), to begin
immediately upon the expiration of the New Term of this Lease.  All of the terms, covenants and provisions of
this Lease shall apply to the Extension Term except that the Annual Basic Rent
amount for the Extension Term shall be the Fair Market Rent at the commencement
of the Extension Term, as determined in this Section 10.  If Tenant shall elect to exercise the
aforesaid Extension Term, it shall do so by giving Landlord notice in writing
of its election not later than nine (9) months prior to the New Expiration
Date.  If Tenant gives such notice, the
extension of this Lease shall be automatically effected without the execution
of any additional documents.  The New
Term of this Lease, together with any Extension Term so exercised are
collectively referred to herein as the “Term”.


 


The
Annual Basic Rent payable during the Extension Term shall be the Fair Market
Rent for the Premises, as determined below, as of the commencement of the
Extension Term.  If for any reason the
Annual Basic Rent payable during the Extension Term has not been determined as
of the commencement of the Extension Term, Tenant shall pay the Annual Basic
Rent payable during the New Term until the Annual Basic Rent for such Extension
Term is determined, at which time, an appropriate adjustment, if any, shall be
made.


 


For
purposes hereof, the Fair Market Rent shall mean 95% of the market rent for the
Premises as of the commencement of the Extension Term, under market conditions
then existing in the Building and in comparable buildings in the Boston Metro
West office market and taking into account all relevant factors including the
location, age of the building, term, rental rates, tenant concessions, base
year, tenant improvements, free rent, and size of the premises.  Fair Market Rent shall be determined by
agreement between Landlord and Tenant, but if Landlord and Tenant are unable to
agree upon the Fair Market Rent at least seven (7) months prior to the
date upon which the Fair Market Rent is to take effect (the “Appraisal Date”),
then the Fair Market Rent shall be determined by appraisal made as hereinafter
provided by a board of three (3) reputable independent commercial real estate
appraisers, or brokers, each of whom shall have at least ten years of
experience in the Boston Metro West office market and each of whom is
hereinafter referred to as “appraiser”. 
Tenant and Landlord shall each appoint one such appraiser and the two
appraisers so appointed shall appoint the third appraiser.  The cost and expenses of each appraiser
appointed separately by Tenant and Landlord shall be borne by the party who
appointed the appraiser.  The cost and
expenses of the third appraiser shall be shared equally by Tenant and
Landlord.  Landlord and Tenant shall
appoint their respective appraisers within ten (10) days after the date
which is seven (7) months prior to commencement of the period (the “Selection
Date”) for which Fair Market Rent is to be determined and shall designate the
appraisers so appointed by notice to the other party.  The two (2) appraisers so appointed and
designated shall appoint the third appraiser within thirty (30) days after
Selection Date and shall designate such appraisers by notice to Landlord and
Tenant.  The board of three (3) appraisers
shall determine the Fair Market Rent of the space in question as of the
commencement of the period to which the Fair Market Rent shall apply and shall
notify Landlord and Tenant of their 


 


7

















 


determinations
at least four (4) months prior to the commencement of such period.  If the determinations of the Fair Market Rent
of any two (2) or all three (3) appraisers shall be identical in amount,
said amount shall be deemed to be the Fair Market Rent of the subject
space.  If the determinations of all
three (3) appraisers shall be different in the amount, the average of the
two values nearest in amount shall be deemed the Fair Market Rent.  The Fair Market Rent of the subject space
determined in accordance with the provisions of this Section shall be
binding and conclusive on Tenant and Landlord.


 


Tenant expressly agrees and acknowledges that it has
no further extension right except for the extension right set forth in this Section 10.


 


11.           Right
of First Offer.  Subject to (i) the
rights existing as of the date of this Amendment for all existing tenants in
the Building and the terms of their leases, and any rights of Tenant set forth
in this Amendment, and (ii) subject to Landlord’s initial leasing of any
currently vacant space in the Building following the date of this Amendment,
all as identified on Exhibit K attached hereto and incorporated
herein by reference, Tenant shall have a right of first offer to lease space in
the Building as it becomes available (the “RoFO Premises”) on the terms as
hereinafter set forth.


 


Before Landlord offers to lease the RoFO Premises to a
third party, Landlord shall offer to lease such space to Tenant in writing,
which notice shall contain the material business terms and conditions upon
which Landlord proposes to lease such space (i.e., the annual rent amounts,
term, tenant’s proportionate share and the allowances, if any) (“Landlord’s Notice of RoFO Premises”).
Tenant shall then have ten (10) days from receipt of Landlord’s Notice of
RoFO Premises to accept the economic terms and conditions of Landlord’s Notice
of RoFO Premises by notifying Landlord, in writing, of its intent to lease the
RoFO Premises on said terms and conditions. 
If Tenant does not so notify Landlord of its intent to lease the RoFO
Premises within said ten (10) day period, then subject to the provisions
of the following sentence, Tenant shall have no further right to lease those
particular RoFO Premises although the right of first offer shall remain in
effect for other portions of the Building, but if Landlord proposes to lease
the subject space to a third party on terms which are not substantially the
same terms as those identified in the Landlord’s Notice of RoFO Premises,
Landlord shall re-offer the subject space to Tenant on such terms and Tenant
shall have a period of ten (10) days after receipt of such notice to
accept the subject space for lease on such terms. If Tenant notifies Landlord
of its intent to lease the RoFO Premises, Landlord shall submit to Tenant, and
Tenant shall execute and deliver to Landlord within fifteen (15) days from
receipt thereof, an amendment to the Lease which contains all of the terms and
conditions set forth in Landlord’s Notice of RoFO Premises, and such
modifications to the Lease as may be necessary to reflect the inclusion of the
RoFO Premises.  Landlord shall be
obligated to deliver possession of the RoFO Premises which Tenant elects to
lease in “broom clean” condition (and improved as provided in the Landlord’s
Notice of RoFO Premises), free of all occupants and Tenant shall have no
obligations with respect to such space until so delivered.


 


Tenant expressly agrees
and acknowledges that it has no other right of first offer except for the right
of first offer set forth in this Section 11.


 


8
















 


12.           Right of First Refusal.  Subject to the
rights of existing tenants in the Building as of the date of this Lease and
shown on Exhibit K, in no event shall Landlord accept any offer to
lease space that becomes available during the Term hereof for the following
areas of the Building: (i) 5,501 rentable square feet located on the first
(1st) floor of the Building; (ii) 5,237
rentable square feet located on the second (2nd)
floor of the Building and (iii) 7,848 rentable square located on the first
(1st) floor of the Building (the “Exagrid
Space”) which is or will be leased by Landlord to Exagrid Systems, Inc. (“Exagrid”),
provided however, that such rights to the Exagrid Space shall be expressly
subject and subordinate to the terms and conditions of the Exagrid lease for
the Exagrid Space until the expiration of the term of the Exagrid lease and/or
any extension of the Exagrid lease, unless
Landlord first affords Tenant an opportunity to lease such space in accordance
with the provisions of this Section 12 of the Amendment and only after
written notice to Tenant.  Such notice
shall contain a copy of the Bonafide offer (referred to hereinafter in this Section 12
as an “Offer”).  An offer shall be
considered “Bonafide” if it is submitted by a third party unrelated to
Landlord, is signed by the offeree, and such offer contains the primary
business terms (i.e. description of space and approximate rentable area, the
commencement and expiration dates for the term, the rent amounts, and any
landlord allowances or concessions) with respect to such space.  An offer will be considered “Bonafide”
notwithstanding the fact that it contemplates or is conditioned upon the future
execution of a mutually acceptable form of lease agreement by Landlord and the
offeree, and/or states that it is “non-binding”.


 


Upon receipt of
such notice from Landlord (“Landlord’s Notice”), and provided further that
there does not then exist an Event of Default under this Lease, and provided
further that the Tenant is then leasing and occupying all at least seventy-five
(75%) percent of the Premises, then Tenant shall have a right to lease any such
space on the terms set forth in the Offer, with the exception that (i) the
rent to be paid by Tenant for such space the average rental rate set forth in the
Offer reduced by the amount of reductions in allowance and other monetary
concessions as provided in this sentence, (ii) any allowances or other
monetary concessions shall be prorated and reduced in the event the term under
the Offer is longer than the term for which Tenant leases such space, and (iii) the
term for Tenant’s leasing of such space shall expire on the later of i) the
date that this Lease terminates, and (ii) two (2) years after the
commencement date of the term for such space as set forth in the Offer.


 


In order to
exercise such right of first refusal, Tenant must give written notice to
Landlord to such effect within ten (10) business days after Tenant’s receipt of
Landlord’s Notice.  If such notice of
election is not so timely given by Tenant, then Landlord shall be free for a
period of one hundred eighty (180) days to lease the subject space, or portion
thereof, to any third party on substantially the same terms and conditions
contained in the Offer (including gross rent and other material economic terms
which shall not be less than ninety five (95%) of the gross rent and other
material economic terms contained in the Offer) at any time after the
expiration of said ten (10) day period. 
In the event Landlord does not lease such space pursuant to the
foregoing within such one hundred eighty day period, or if Landlord desires to
lease such space to a third party at any time during such one hundred eighty
day (180) period at terms more favorable to a tenant than the foregoing, then
Tenant shall again first have a right of first refusal as to such space on such
new terms, if any, pursuant to the above provisions, before Landlord leases or
accepts an offer for such space.


 


9

















 


In the event that Tenant
properly exercises its right of first refusal as to any space, then such space
shall automatically be added to this Lease pursuant to the terms of this Section 12
of the Amendment, and Tenant hereby agrees that it shall execute a confirmatory
amendment to this Lease to reflect the foregoing within ten (10) days of
receipt of a proposed amendment from the Landlord, but the failure of the
Tenant to so execute such confirmatory amendment shall not affect the validity
or effectiveness of Tenant’s exercise of its right of first refusal for any
such space or its addition to the Lease pursuant to the terms herein.  Landlord shall be obligated to deliver
possession of the space which Tenant elects to lease pursuant to this Section 12
in “broom clean” condition (and improved as provided in the Offer), free of all
occupants and Tenant shall have no obligations with respect to such space until
so delivered.


 


Tenant expressly agrees
and acknowledges that it has no other right of first refusal except for the
right of first refusal set forth in this Section 12.


 


13.           Signage.  Landlord
shall, at Landlord’s expense, have a Building standard tenant identification
placard installed on the lobby directory of the Building, a Building standard
tenant identification sign on the Tenant’s entrance door to the Premises and on
the third floor elevator lobby, and a Project standard tenant identification
placard installed on the Project Directory or Marquis.  The initial signs and listings shall be at Landlord’s
cost.  Any changes thereto shall be made
by Landlord at Tenant’s cost.  Neither
Landlord’s name, nor the name of the Building or the Project, or the name of
any other structure erected therein shall be used without Landlord’s consent in
any advertising material (except on business stationery or as an address in
advertising materials or communications), nor shall any such name, as
aforesaid, be used in any undignified, confusing, detrimental or misleading
manner.  In addition, Tenant shall have
the one (1) time right to place its name
and logo on the exterior wall of the Building facing Route 495 (the “Exterior Sign”)
at Tenant’s sole cost and expense. 
Tenant acknowledges and agrees that prior to contacting any governmental
entities and prior to filing any applications for the Exterior Sign, Tenant
shall obtain the Landlord’s prior written consent to the size, material, design
and location of the Exterior Sign which consent shall not be unreasonably
withheld, conditioned or delayed.  Tenant
warrants it shall obtain (and furnish copies thereof to Landlord) all necessary
licenses, permits and approvals prior to erecting the Exterior Sign and the
Exterior Sign shall be in accordance with first-class building standards.  Tenant acknowledges that Exterior Sign shall
only reflect the name and logo of Tenant. 
Tenant agrees that upon the earlier to occur of the expiration or
earlier termination of this Lease or Tenant’s failure to lease and occupy at
least 20,000 rentable square feet in the Building, at Tenant’s sole cost and
expense, to remove the Exterior Sign and promptly repair any damage to the
Building or Premises caused by such removal. 
Nothing contained herein shall prohibit Landlord from allowing other
tenant(s) in the Building to erect signage on the Building provided such
signage does not materially adversely affect the visibility of the Exterior
Sign.


 


14.           Mortgagee’s Approval.  Landlord’s obligation to perform its
covenants and agreements hereunder is subject to the condition precedent that
this Amendment be approved by Wachovia (the “Mortgagee Approval”) on or before
5:00 p.m. on April 5, 2010 (the “Mortgagee Approval Period”).  Landlord shall notify Tenant on or before
5:00 p.m. on April 9, 2010 as to whether the Mortgagee Approval has
been obtained within the Mortgagee Approval 


 


10

















 


Period.  In the event that Landlord is not able to
obtain Mortgagee Approval within the Mortgagee Approval Period then only
this Amendment shall terminate as if the Amendment were never executed including
but not limited to the termination of Tenant’s rights with respect to the Free
Basic Rent and Rent Credit under Section 3, Tenant Improvement Allowance
under Section 4 and return of the Letter of Credit (as defined below) and
inability to draw under the Letter of Credit under Section 6 and terms and
conditions of the Lease that existed immediately prior to the execution of the
Amendment shall be reinstated and continue in full force and effect.  Notwithstanding any of the foregoing
provisions, Tenant shall continue to be obligated to pay Basic Rent, Additional
Rent and any other costs and charges due under the Lease during the Mortgagee
Approval Period.  Unless Landlord
provides written notice to Tenant that the Mortgagee Approval has not been
provided within the Mortgagee Approval Period, such approval shall be deemed to
have been provided and the condition precedent in this Section 14 shall be
deemed to have been satisfied.


 


15.           Brokers.  With respect to this Amendment, each of
Landlord and Tenant warrants that it has dealt with no broker in connection
with the negotiation and execution of this Amendment except for Jones Lang
LaSalle and Richards Barry Joyce & Partners (the “Brokers”).  Tenant and Landlord shall each indemnify the
other against all costs, expenses, attorneys’ fees and other liability for
commissions and other compensation claimed in connection with this Amendment by
any other brokers or agent claiming the same by, through or under the
indemnifying party.  Landlord shall be
responsible for any commission or fee due to the Brokers.


 


16.           Successors and Assigns.  The conditions, covenants and amendments
herein contained shall be binding upon the parties hereto and their respective
successors and assigns.


 


17.           Authority.  Landlord and Tenant represent and warrant
that the individuals executing this Amendment are empowered and duly authorized
to so execute this Amendment on behalf of the parties they represent.  Landlord represents and warrants that its owns
fee title to the Project.


 


18.           Entire Amendment.  The Lease as amended hereby, sets forth the
entire agreement between the parties with respect to the subject matter hereto
and all prior negotiations or agreements, whether oral or written, are
superseded and merged herein.  The Lease
may not be altered or amended except by a writing duly authorized and executed
by the party against whom enforcement is sought.


 


19.           Execution.  This Amendment may be executed in two (2) or
more counterparts, each of which shall be an original but such counterparts
together shall constitute one and the same instrument notwithstanding that both
Landlord and Tenant are not signatories to the same counterpart.  Delivery of an executed counterpart of this
Amendment by telefacsimile shall be equally as effective as delivery of any
original executed counterpart.  Any party
delivering an executed counterpart of this Amendment by telefacsimile also
shall deliver an original executed counterpart of this Amendment, but the
failure to deliver an original executed counterpart shall not affect the
validity, enforceability and binding effect of this Amendment.  Signature and acknowledgement pages may
be detached from the counterparts and attached to a single copy of this
Amendment to physically form one (1) document.


 


11

















 


20.           Notices.  All notices and other communications given
pursuant to the Lease shall be in writing and shall be either (a) mailed
by first class, United States mail, postage prepaid, certified, with return
receipt requested, and addressed to the parties hereto at the address listed
below, (b) hand delivered to the intended addressee, (c) sent by
nationally recognized overnight courier, or (d) sent by facsimile
transmission.  All notices shall be
effective upon delivery to the address of the addressee (even if such addressee
refused delivery thereof).  The parties
hereto may change their addresses by giving notice thereof to the other in
conformity with this provision.  The
addresses for notice set forth below shall supersede and replace any addresses
for notice set forth in the Lease.


 


Westborough Investors
Limited Partnership


c/o BPG Properties, Ltd.


770 Township Line Road, Suite 150


Yardley, PA  19067


Attention: Westborough
Asset Manager


 


With a copy to:


 


Hinckley, Allen &
Snyder LLP


28 State Street


Boston, MA  02109


Attn: David Barry
Connolly, Esq.


Telephone: (617) 345-9000


Facsimile:   (617) 345-9020


 


Any notices to Tenant
shall include a copy as follows:


 


Virtusa Corporation


2000 West Park Drive


Westborough, MA 0158


Attention:
Paul D. Tutun, Vice President,


General
Counsel and Assistant Secretary


 


21.           Governing Law.  This Amendment shall be governed and
construed in accordance with the laws of the Commonwealth of Massachusetts and
shall be applicable to any future amendments made and to be performed within
such state without regard to principles of conflicts of law.


 


22.           Severability.  The illegality, invalidity or
unenforceability of any provision of this Amendment under the laws of any
jurisdiction shall not affect its legality, validity or enforceability under
the laws of any other jurisdiction, nor the legality, validity or
enforceability of any other provision.


 


23.           Capitalized Terms.  Capitalized terms used herein and not
otherwise defined shall have the meanings defined in under the Lease.


 


12

















 


24.           Ratification.  Except as herein modified or amended, the
provisions, conditions and terms of the Lease shall remain unchanged and in
full force and effect.


 


25.           Submission of Amendment Not An
Offer.  Submission of this Amendment
by Landlord is not an offer to enter into this Amendment but rather is a
solicitation for such an offer by Tenant. 
Landlord shall not be bound by this Amendment until Landlord has
executed and delivered the same to Tenant.


 


26.           Effective Date.  The date that this Amendment has been fully
executed by both Landlord and Tenant shall be the “Effective Date”.


 


27.           Generator.  Tenant is hereby granted the
right, subject to all applicable laws and the requirements of this Section 27
to install one (1) back-up
gas fired generator of not more than 130 KV in capacity, together with appurtenances and wiring as necessary for
the operation of the generator (the “Generator”) on a
concrete pad that will not exceed four (4) feet by twelve (12) feet to be
enclosed by appropriate screening and landscaping acceptable to Landlord to be
constructed by Tenant on a location on the Lot mutually agreeable to Landlord
and Tenant (the “Pad”) and for the installation, operation and maintenance of
the Generator, at Tenant’s sole cost and expense.  Tenant acknowledges and agrees that it shall
be solely responsible for all costs to be incurred for the installation of any
natural gas line to service Generator (the “Generator Gas Line”).  The gas usage for the Generator shall be
measured by a separate meter to be installed by and paid for by Tenant and to
be billed directly to Tenant.  The
Generator, the Pad, the Generator Gas Line and their installation, location,
maintenance and operation shall (a) not cause any unreasonable
interference with any telecommunication, mechanical or other systems at the
Building or Project (whether belonging to or utilized by Landlord or any other
tenant or occupant of the Building or Project), (b) not unreasonably
interfere with the use and enjoyment of other tenants of their demised premises
within the Building or the Project, (c) not void any Building warranty or
guaranty, or materially and adversely disturb or otherwise affect the
architectural integrity of the Building, (d) be approved in writing by
Landlord as to material and location, which approval shall not be unreasonably
withheld, conditioned or delayed, (e) not be used for the benefit of
persons or entities other than Tenant or (f) not constitute a violation of
any applicable laws, ordinances, rules, orders or regulations of any Federal,
State, county and municipal authorities having jurisdiction thereover.  Tenant shall retain ownership of the Generator
following the expiration of the Term or earlier termination of this Lease.


 


28.           Cafeteria.  Landlord, or a third-party retained by
Landlord, shall maintain an operating cafeteria and fitness center in Building
1800 of the Project throughout the Term during normal business hours. Tenant,
its employees and invitees shall have the right to use the cafeteria and
fitness center.


 


29.           Service Interruptions.  The following is added to the last sentence
of Section 7(c) of the Lease:


 


“Notwithstanding anything
to the contrary contained in this Section 7(c), if, as a direct result of
a cessation or interruption of any service which Landlord is required to
provide 


 


13

















 


under Section 7(a) arising
as a direct result of the negligence or willful misconduct of Landlord or any
of Landlord’s agents, contractors or employees within Landlord’s reasonable
control, Tenant is unable to use more than twenty five (25%) percent of the
Premises for its business operations for a period of ten (10) consecutive
business days following written notice thereof from Tenant to Landlord, then
Tenant’s Basic Rent and Additional Rent shall be equitably abated following
said ten (10) consecutive business day period until the service is
restored; provided, however, Tenant shall not be entitled to the aforesaid rent
abatement if the cessation or interruption arises in whole or in substantial
part from the acts or omissions of Tenant or Tenant’s employees, contractors,
agents, representatives, invitees or guests or from causes outside of Landlord’s
reasonable control.


 


30.           Continuous Occupancy.  The words “continuously occupy and” are
hereby deleted from Section 9 of the Lease.  In addition, Section 17(b) of the
Lease is hereby deleted.


 


31.           Increase in Occupancy Limits.  The maximum occupancy of the Premises, which
is specified as one person for each 300 rentable square feet in the Premises,
is hereby amended to be increased to once person for each 200 rentable square
feet in the Premises.


 


32.           Landlord’s Lien.  Section 20 of the Lease is hereby
deleted and shall be of no further force and effect.


 


33.           Surrender.  Notwithstanding any provision of Section 21
of the Lease to the contrary, Tenant shall have no obligation to remove any
alterations, additions, improvements, wiring or cabling which exist in the
Premises as of the Effective Date.  In
addition, Landlord agrees that Tenant shall have no obligation to remove any
alterations, additions or improvements made to the Premises in the future,
including the Tenant Improvements, except to the extent Landlord indicates it
will require removal at the time it consents thereto in accordance with the
terms and conditions of Section 8 of the Lease.


 


34.           Permitted Transfers.  The words “as of the date hereof” as such
appear at the end of Section 10(g)(2) and 10(g)(3) of the Lease
as hereby replaced with the words “as of date immediately prior to the closing
of transaction”.


 


35.           Contractual Liability Insurance.  Landlord and Tenant acknowledge and agree
that the requirement to obtain contractual liability insurance for Tenant’s
indemnity obligations under the Lease does not include the indemnity contained
in Section 11(d)(2) of the Lease.


 


36.           Confidentiality.  Section 25(t) of the Lease is
hereby amended to permit Tenant to make such disclosures and filings as are
necessary under applicable law, and Tenant shall have the right to disclose the
terms of this Lease to its attorneys, accountants and other consultants, as
well as any prospective investors, purchasers or investors.


 


37.           Notice of Lease.  Landlord and Tenant agree to execute a Notice
of Lease in recordable form concurrent with the execution of this Amendment and
to cooperate with each 


 


14

















 


other in recording of the
same.  The Tenant shall be responsible
for preparing the Notice of Lease and recording the same including the
recording cost.


 


IN
WITNESS WHEREOF, the undersigned have executed this Third Amendment to Lease
under seal as of the day and year first written above.


 


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WESTBOROUGH
  INVESTORS LIMITED

  
	
   

  	
  PARTNERSHIP,

  
	
   

  	
  a
  Massachusetts limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WESTBOROUGH
  INVESTORS GP, LLC,

  
	
   

  	
   

  	
  a
  Massachusetts limited liability company,

  
	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Roy C. Perry

  
	
   

  	
   

  	
  Name:
  Roy C. Perry

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VIRTUSA
  CORPORATION,

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ranjan Kalia

  
	
   

  	
   

  	
  Name: Ranjan
  Kalia

  
	
   

  	
   

  	
  Its: CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Hereto duly
  authorized

  
					



 


15

















 


EXHIBIT A-2


 


Surrender Space Plan


 


16