SHAREHOLDER AGREEMENT by and among GENPACT LIMITED and SOUTH ASIA PRIVATE INVESTMENTS Dated as of August 1, 2012Shareholder Agreement • August 3rd, 2012 • Genpact LTD • Services-management consulting services • New York
SHAREHOLDER AGREEMENT dated as of August 1, 2012 (this “Agreement”), among Genpact Limited, a Company organized under the laws of Bermuda (the “Company”), SOUTH ASIA PRIVATE INVESTMENTS, a private company limited by shares organized under the laws of Mauritius (the “Initial Investor”) and any Permitted Transferees (as defined below) that execute joinders to this Agreement pursuant to Section 5.02 after the date of this Agreement (such Permitted Transferees and the Initial Investor, each an “Investor” and collectively, the “Investors”).
Waiver of Certain Rights in Connection with the Share PurchaseWaiver of Certain Rights in Connection With the Share Purchase • August 3rd, 2012 • Genpact LTD • Services-management consulting services
As you are aware, South Asia Private Investments (“Investor”), a Mauritius private company limited by shares and an affiliate of Bain Capital LLC, has entered into a Share Purchase Agreement, dated as of August 1, 2012, (“Share Purchase Agreement”) with certain affiliates of General Atlantic LLC (collectively, “General Atlantic”) and certain affiliates of Oak Hill Capital Management, LLC (collectively, “Oak Hill”) pursuant to which Investor will purchase a substantial portion of the common shares (the “Common Shares”) of Genpact Limited (the “Company” and such purchase, the “Share Purchase”) owned by General Atlantic and Oak Hill and thereby make a significant investment in the Company. As a result of the Share Purchase, Investor could acquire beneficial ownership of 25% or more of the voting securities of the Company.
South Asia Private Investments 6th Floor Altima Building Ebene Cybercity Ebene, Mauritius Letter Agreement August 1, 2012Letter Agreement • August 3rd, 2012 • Genpact LTD • Services-management consulting services • New York
Reference is made to the letter agreement between Bain Capital Partners, LLC (“Sponsor”) and Genpact Limited (the “Company”), dated as of April 10, 2012 (the “Confidentiality Agreement”), pursuant to which, among other things, Sponsor agreed to be bound by certain standstill restrictions, as set forth in Section 11 of the Confidentiality Agreement (the “Standstill Restrictions”), including an agreement not to acquire any common shares, par value $0.01 per share of the Company (the “Company Common Shares”) or other securities of the Company for a period of two years. Concurrently herewith, South Asia Private Investments (“New Investor”) is entering (i) a Share Purchase Agreement dated as of the date hereof (the “Share Purchase Agreement”), among New Investor and the shareholders of the Company listed on Exhibit A hereto (the “Existing Investors”), pursuant to which, among other things, New Investor has agreed to purchase 67,750,678 Company Common Shares (subject to adjustment as provide
