0001398659-11-000010 Sample Contracts

SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT DATED AS OF JUNE 6, 2011 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...
Shareholder Agreement • June 6th, 2011 • Genpact LTD • Services-management consulting services • New York

If GICo shall hereafter Transfer any of its Common Shares to any of its Permitted Transferees, the term “GICo” shall mean GICo and each of such Permitted Transferees and any right, obligation or action that may be exercised or taken at the election of GICo may be exercised or taken at the election of GICo, and unless otherwise specified herein, such Permitted Transferees.

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AMENDMENT No. 3 TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Shareholders Agreement • June 6th, 2011 • Genpact LTD • Services-management consulting services • New York

THIS AMENDMENT (this “Amendment”), dated and effective as of June 6, 2011, is made by and among Genpact Limited (the “Company”), GE Capital (Mauritius) Holdings Limited (“GE”), Genpact Investment Co. (Bermuda) Limited and WIH Holdings.

REGISTRATION RIGHTS AGREEMENT DATED AS OF JUNE 6, 2011 BETWEEN GENPACT LIMITED AND GE CAPITAL (MAURITIUS) HOLDINGS LIMITED
Registration Rights Agreement • June 6th, 2011 • Genpact LTD • Services-management consulting services • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 6, 2011, between Genpact Limited (the “Company”) and GE Capital (Mauritius) Holdings Limited (“GECM”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1.

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