Waiver of Certain Rights in Connection With the Share Purchase Sample Contracts

Waiver of Certain Rights in Connection with the Share Purchase
Waiver 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.

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