Amendment #6 to Master Professional Services Agreement by and among Polaris Consulting & Services Limited, Citigroup Technology, Inc. and the Registrant, dated as of June 11, 2020

Exhibit 10.2

AMENDMENT 6 TO

MASTER PROFESSIONAL SERVICES AGREEMENT

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THIS AMENDMENT No. 6 (this “Amendment”) is entered into by and between the Supplier and Citi as designated above, for the purpose of assigning the Master Professional Services Agreement dated as of July 1st, 2015, by and between Citi and Polaris Consulting & Services Ltd. (“Supplier” or “Polaris India”), as amended by Amendment #1 To Polaris Master Professional Services Agreement and Termination of Virtusa Master Professional Services Agreement dated November 5, 2015, by and among Polaris India, Virtusa Corporation (“Virtusa US”) and Citi, with such amendment having an effective date of March 3, 2016 (such agreement, as further amended to date, the “Agreement”), as well as changing the names of Supplier and its Affiliates under various Work Orders entered into thereunder (“Transactional Documents”).

Supplier and Citi agree as follows:

1.   Capitalized Terms. All capitalized terms used and not defined in this Amendment have the meanings specified in the Agreement.

2.   Supplier Name Changes. Pursuant to the acquisition by Virtusa Consulting Services Private Limited (“Virtusa India”) of Polaris India, the legal entity names of Polaris India and its Affiliates are each hereby changed to the corresponding legal entity names of Virtusa US Affiliates as set forth in the table below (collectively, the “Entity Name Changes”). As of the Amendment Effective Date, the Entity Name Changes shall apply for all purposes in the business relationship between Supplier and Citi, including without limitation for (i) Supplier’s entity name set forth in the Agreement, (ii) Supplier’s entity names as set forth in the Transactional Documents entered into up to the Amendment Effective Date; and (iii) Supplier’s entity names to be set forth in Transactional Documents executed after the Amendment Effective Date.

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*Effective upon New Jersey Secretary of State (or issuing agency) issuing change of name certification.

3.   Consent to Assignment. Citi consents to the assignment and assumption of the Agreement from Polaris India to Virtusa India , and with respect to Polaris India, the assignment and assumption of any Transactional Document executed by Polaris India to Virtusa India, and Citi acknowledges the rights, responsibilities, and authority of Virtusa India as though Virtusa India were the original party under the Agreement and Transactional Documents to which Polaris India was a party. Other than as set forth above, for the other Transactional Documents to which an Affiliate of Polaris India was a party, such Transactional Documents are not assigned but rather shall now reflect the changed name of such Affiliate per the table above.

4.   Assumption of Obligations. Virtusa India assumes and agrees to accept and perform all rights, obligations, liabilities, title, and interest under the Agreement and Transactional Documents to which Polaris India was a party as though Virtusa India were the original party under the Agreement and Transactional Documents to which Polaris India was a party.

5.   Complete Understanding. Except as specified in this Amendment, the Agreement and the Transactional Documents remain unchanged and in full effect. In the event of a conflict between this Amendment and the Agreement or any Transactional Document, this Amendment takes precedence.

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IN WITNESS WHEREOF, the Parties to this Amendment, each acting with proper authority, have signed this Amendment either by manual signature or by electronic signature (as evidenced below) as of the Effective Date designated above.

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By Manual Signature:

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By Electronic Signature Binding:

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