INDEMNITY AGREEMENTIndemnity Agreement • August 1st, 2007 • Genpact LTD • Services-management consulting services • New York
This Indemnification Agreement (“Agreement”) is made as of ____________, 2007, by and between Genpact Limited, an exempted limited company organized under the laws of Bermuda (“Company”) and ____________________ (“Indemnitee”).
] Shares GENPACT LIMITED COMMON SHARES, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 1st, 2007 • Genpact LTD • Services-management consulting services • New York
The undersigned understands that Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Genpact Limited, a Bermuda exempted company (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the common shares, par value $0.01 per share of the Company (the “Genpact Common Shares”). The undersigned currently owns, either directly or indirectly, equity interests in Genpact Global Holdings SICAR S.`a.r.l. (the “Interests”, and together with the Genpact Common Shares, the “Common Shares”).
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT DATED AS OF AUGUST , 2007 BY AND AMONG GENPACT LIMITED GENPACT GLOBAL HOLDINGS (BERMUDA) LIMITED (formerly Genpact Global Holdings SICAR S.à.r.l.) GENPACT GLOBAL (BERMUDA) LIMITED (formerly Genpact Global...Joinder Agreement • August 1st, 2007 • Genpact LTD • Services-management consulting services • New York
This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Amended and Restated Shareholders Agreement dated as of August , 2007 (as the same may be amended from time to time, the “Shareholders Agreement”) among GENPACT LIMITED, a company organized under the laws of Bermuda, GENPACT GLOBAL HOLDINGS (BERMUDA) LIMITED, a company organized under the laws of Bermuda, GENPACT GLOBAL (BERMUDA) LIMITED, a company organized under the laws of Bermuda and the other signatories thereto, as the same may be amended from time to time. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Shareholders Agreement.
