Amendment No. 2 to Credit Agreement, dated as of January 11, 2018 with JPMorgan Chase Bank, N.A. and the lenders party thereto

b.                                      Amendment to Section 6.01 of the Credit Agreement (Indebtedness).  Section 6.01 of the Credit Agreement is amended by deleting the word “and” appearing at the end of clause (s) thereof, by deleting the period at the end of clause (t) and replacing it with “; and”, and by adding a new clause (u) at the end of Section 6.01, to read as follows:

“(u)                           (A) Indebtedness incurred by Virtusa Consulting Services Private Limited with respect to a bank guarantee obtained in connection with the Polaris Tender Offer in an aggregate amount (calculated on the date of issuance of the bank guarantee and on each date the amount of such bank guarantee is increased or reduced) not to exceed (x) at any time during the first 45 days after the date of issuance of such bank guarantee, the Dollar Amount of $97,000,000, and (y) at any time after the 45th day after the date of issuance of such bank guarantee, the Dollar Amount of $30,000,000; provided, that such bank guarantee shall be terminated and expire automatically no later than the earlier of (i) the delisting of the Target and (ii) one year plus 45 days after the date of issuance of such bank guarantee, and (B) a Guarantee by the Borrower of Indebtedness permitted under clause (A).”

3.                                      Conditions to Effectiveness.  This Amendment shall become effective when the Administrative Agent (or its counsel) shall have received from the Borrower and each Guarantor, and each of the Lenders constituting Required Lenders, (i) a counterpart of this Amendment, signed on behalf of such Person, or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such Person has signed a counterpart of this Amendment.

4.                                      Reaffirmation; No Waiver.  Each Loan Party, as maker, debtor, assignor, obligor, guarantor, or in other similar capacity in which it incurs obligations to the Administrative Agent, the Issuing Bank or the Lenders under any of the Loan Documents, hereby ratifies and reaffirms all of its respective payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party and, to the extent it has granted liens or mortgages on or security interests in any of its properties pursuant to any Collateral Document as security for the Secured Obligations, hereby ratifies and reaffirms such grant of liens, mortgages and security interests and confirms and agrees that with respect to liens and security interests on any right, title and interest of such Loan Party in any personal property granted pursuant to a security agreement, pledge agreement or otherwise, such liens and security interests hereafter secure all of the Secured Obligations, in each case as if each reference in such Collateral Document to the obligations secured thereby are construed to hereafter mean and refer to such Secured Obligations (including, without limitation, with respect to all Loans and all LC Exposure) and including under the Credit Agreement and other Loan Documents, as amended by this Amendment.  Each Loan Guarantor acknowledges, affirms and agrees that all Secured Obligations to the Administrative Agent, the Issuing Bank, the Lenders and the Secured Parties have been guaranteed and continue to be guaranteed by such Loan Guarantor pursuant to the terms of