Exhibit 10.1


 


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 (LUX)S.à.r.l.)


 


AND



THE SHAREHOLDERS LISTED ON THE SIGNATURE PAGES HERETO


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I DEFINITIONS

  	
  3

  
	
  SECTION 1.01.

  	
  Definitions

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE II CORPORATE GOVERNANCE

  	
  13

  
	
  SECTION 2.01.

  	
  Composition of the Board

  	
  13

  
	
  SECTION 2.02.

  	
  Removal

  	
  16

  
	
  SECTION 2.03.

  	
  Waiver of Applicable Law; Qualified
  Initial Public Offering

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE III TRANSFERS OF COMPANY
  EQUITY SECURITIES

  	
  17

  
	
  SECTION 3.01.

  	
  Restriction on Transfers of Shares

  	
  17

  
	
  SECTION 3.02.

  	
  Permitted Transfers

  	
  18

  
	
  SECTION 3.03.

  	
  Transfers in Compliance with Law;
  Addition or Substitution of Transferee

  	
  19

  
	
  SECTION 3.04.

  	
  Right of First Refusal

  	
  19

  
	
  SECTION 3.05.

  	
  Right of Co-Sale

  	
  21

  
	
  SECTION 3.06.

  	
  Call Rights.

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV REGISTRATION RIGHTS

  	
  24

  
	
  SECTION 4.01.

  	
  Demand for Registration

  	
  24

  
	
  SECTION 4.02.

  	
  Other Registration

  	
  27

  
	
  SECTION 4.03.

  	
  Underwritings; Cut-backs

  	
  27

  
	
  SECTION 4.04.

  	
  Obligations of the Company

  	
  28

  
	
  SECTION 4.05.

  	
  Expenses

  	
  30

  
	
  SECTION 4.06.

  	
  Indemnification

  	
  31

  
	
  SECTION 4.07.

  	
  Holdback Agreement

  	
  33

  
	
  SECTION 4.08.

  	
  Reports Under Exchange Act

  	
  33

  
	
  SECTION 4.09.

  	
  Limitations on Other Registration
  Rights

  	
  34

  
	
  SECTION 4.10.

  	
  Seller Information

  	
  34

  
	
  SECTION 4.11.

  	
  Notice to Discontinue

  	
  34

  
	
   

  	
   

  	
   

  
	
  ARTICLE V CERTAIN COVENANTS AND
  AGREEMENTS

  	
  35

  
	
  SECTION 5.01.

  	
  Confidentiality

  	
  35

  
	
  SECTION 5.02.

  	
  Conflicting Agreements

  	
  36

  
	
  SECTION 5.03.

  	
  Corporate Opportunity

  	
  36

  
	
  SECTION 5.04.

  	
  Other Information

  	
  38

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI MISCELLANEOUS

  	
  39

  
	
  SECTION 6.01.

  	
  Binding Effect; Assignability;
  Benefit

  	
  39

  
	
  SECTION 6.02.

  	
  NOTICES

  	
  39

  
	
  SECTION 6.03.

  	
  Waiver; Amendment; Termination

  	
  42

  



 

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 6.04.

  	
  Governing Law; Venue

  	
  43

  
	
  SECTION 6.05.

  	
  WAIVER OF JURY TRIAL

  	
  43

  
	
  SECTION 6.06.

  	
  Specific Enforcement; Cumulative
  Remedies

  	
  43

  
	
  SECTION 6.07.

  	
  Entire Agreement

  	
  44

  
	
  SECTION 6.08.

  	
  Severability

  	
  44

  
	
  SECTION 6.09.

  	
  Counterparts; Effectiveness

  	
  44

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  
	
  Exhibit A

  	
  Bye-laws of Genpact Limited

  	
   

  
	
  Exhibit B

  	
  Memorandum of Association of Genpact Limited

  	
   

  
	
  Exhibit C

  	
  GICo Directors; GE Directors; Other Directors

  	
   

  
	
  Exhibit D

  	
  Form of Joinder Agreement

  	
   

  
				



 


2

















 


AMENDED AND RESTATED SHAREHOLDERS AGREEMENT


 


AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”)
dated as of August    , 2007 among:


 


(i)            GENPACT
LIMITED, a company organized under the laws of Bermuda (the “Company”);


 


(ii)           GENPACT
GLOBAL HOLDINGS (BERMUDA) LIMITED (formerly Genpact Global Holdings SICAR
S.à.r.l.), a company organized under the laws of Bermuda (“GGH”);


 


(iii)          GENPACT GLOBAL (BERMUDA) LIMITED, (formerly
Genpact Global (Lux), a company organized under the laws of Bermuda S.à.r.l.) (“GGL”);


 


(iv)          GE
CAPITAL INTERNATIONAL (MAURITIUS), a Mauritius corporation (“GECIM”);


 


(v)           GE
CAPITAL (MAURITIUS) HOLDINGS LIMITED, a Mauritius company (“GECM” and
together with GECIM, “GE”);


 


(vi)          GENERAL
ATLANTIC PARTNERS (BERMUDA), L.P., a Bermuda exempt limited partnership (“GAP
Bermuda”);


 


(vii)         GAP-W INTERNATIONAL, L.P., a Bermuda exempted
limited partnership (“GAP-W”);


 


(viii)        GAPSTAR, LLC, a Delaware limited liability
company (“GapStar”);


 


(ix)           GAPCO
GMBH & Co. KG, a German limited partnership (“GAPCO”);


 


(x)            GAP
COINVESTMENTS III, LLC, a Delaware limited liability company (“GAPCO III”);


 


(xi)           GAP
COINVESTMENTS IV, LLC, a Delaware limited liability company (“GAPCO IV”,
and together with GAP Bermuda, GAP-W, GapStar, GAPCO and GAPCO III, “GAP”);


 


(xii)          OAK HILL CAPITAL PARTNERS (BERMUDA) L.P., a
Bermuda limited partnership (“OH Bermuda”);


 


(xiii)         OAK HILL CAPITAL MANAGEMENT PARTNERS
(BERMUDA), L.P., a Bermuda limited partnership (“OH Management”);


 

















 


(xiv)        OAK HILL CAPITAL PARTNERS II (CAYMAN) L.P., a
Cayman Islands limited partnership (“OH Cayman 1”);


 


(xv)         OAK HILL CAPITAL PARTNERS II (CAYMAN II)
L.P., a Cayman Islands Limited Partnership (“OH Cayman 2”);


 


(xvi)        OAK
HILL CAPITAL MANAGEMENT PARTNERS II (CAYMAN), L.P. (“OHCP2”, and
together with OH Bermuda, OH Management, OH Cayman 1 and OH Cayman 2, “OH”);


 


(xvii)       GENPACT INVESTMENT CO (LUX) SICAR S.A.R.L.,
a Luxembourg société à responsabilité limiteé qualifying as a Société d’investissment
en capital à risque  (“GICo”); and


 


(xviii)      WIH HOLDINGS, a Mauritius company (“WB”).


 


If GECM or GECIM shall hereafter Transfer any of its
Common Shares to any of its Permitted Transferees, the term “GE” shall
mean GECM, GECIM and such Permitted Transferees, taken together, and any right,
obligation or action that may be exercised or taken at the election of GECM,
GECIM or GE may be exercised or taken at the election of GE and such Permitted
Transferees who, collectively, hold a majority of all of the Common Shares held
by GE and its Permitted Transferees.


 


If GICo shall hereafter Transfer any of its Common
Shares to any of its Permitted Transferees, the term “GICo” shall mean
GICo and such Permitted Transferees, other than GMI, taken together, 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 such Permitted
Transferees who, collectively, hold a majority of all of the Common Shares held
by GICo and its Permitted Transferees.


 


If WB shall hereafter Transfer any of its Common
Shares to any of its Permitted Transferees, the term “WB” shall mean WB
and such Permitted Transferees, taken together, and any right, obligation or
action that may be exercised or taken at the election of WB may be exercised or
taken at the election of WB and such Permitted Transferees who, collectively,
hold a majority of all of the Common Shares held by WB and its Permitted
Transferees.


 


W I T N E S S E T H :


 


WHEREAS, the parties hereto wish to amend and restate
the Shareholders Agreement, dated as of December 16, 2005, by and among
GGH and GGL and the shareholders that are signatories thereto, to, among other
things, reflect the reorganization of GGH and GGL to make the Company the
parent company of GGL and GGH and the completion of a Qualified Initial Public
Offering of Common Shares of the Company and listing on the NYSE; and


 


2

















 


WHEREAS, the parties hereto desire to enter into this
Agreement to govern certain of their rights, duties and obligations with
respect to the Company.


 


NOW, THEREFORE, in consideration of the covenants and
agreements contained herein, the parties hereto agree as follows:


 


ARTICLE I



DEFINITIONS


 


SECTION 1.01.      Definitions.


 


(a)           The
following terms, as used herein, have the following meanings:


 


“Affiliate” means, with respect to any Person,
any other Person who, directly or indirectly, controls such first Person or is
controlled by said Person or is under common control with said Person, where “control”
means the power and ability to direct, directly or indirectly, to cause the
direction of, or, only with respect to the control of GICo, share equally in,
the management and/or policies of a Person, whether through ownership or control
of more than fifty percent (50%) of the voting shares or other equivalent
interests of the controlled Person, by contract (including proxy) or otherwise.
For the avoidance of doubt, each of GAP, OH and their Affiliates shall be
deemed Affiliates of GICo so long as GAP, OH and their Affiliates collectively
control GICo.


 


“Applicable Law” means the applicable laws,
rules and regulations of Bermuda that govern the internal affairs of the
Company.


 


“Board” means the Board of Directors of the
Company.


 


“Business Day” means any day except a Saturday,
Sunday or other day on which commercial banks in New York City are
authorized or required by applicable law to close.


 


“Change of Control” means (i) any Transfer
(other than an Exempt Transfer of the type specified in clauses (i) and
(ii) of the definition thereof) by GAP, OH, GICo, WB or their respective
Affiliates and Permitted Transferees resulting in any Person or “group” (as
such term would be interpreted under Section 13(d) of the Exchange Act) of
Persons other than GAP, OH, GICo, or their respective Affiliates and Permitted
Transferees owning, directly or indirectly, Common Shares which comprise or are
convertible into more than fifty percent (50%) of the outstanding Company
Shares on a Fully Diluted and a Consolidated Share basis, (ii) the
Transfer of all or substantially all of the assets of the Companies (determined
on a consolidated basis) to any Person or “group” (as such term would be
interpreted under Section 13(d) of the Exchange Act) of Persons other than
GAP, OH, GICo, or their respective Affiliates and Permitted Transferees or
(iii) the 


 


3

















 


issuance or sale by either of the Companies of Common
Shares, or any merger, consolidation, combination, reorganization,
recapitalization or other transaction or series of related transactions
resulting in any Person or “group” (as such term would be interpreted under
Section 13(d) of the Exchange Act) of Persons not Shareholders (or
Affiliates of Shareholders) prior thereto owning, directly or indirectly,
Common Shares which comprise or are convertible into more than fifty percent
(50%) of the outstanding Company Shares on a Fully Diluted and a Consolidated
Share basis.


 


“Charter” means the Bye-laws and Memorandum of
Association of the Company, as the same may be amended or restated from time to
time, copies of which are attached hereto as Exhibit A and Exhibit B,
respectively.


 


“Common Shares” means the ordinary shares of
the Company and any capital stock of the Company into which Common Shares may
hereafter be converted, changed, reclassified or exchanged.


 


“Company Designee” means the Company or any of
the Company’s Affiliates.


 


“Corporate Opportunity” means a business
opportunity which is, from its nature, in the line or lines of the Company’s
existing or prospective business, unless there is a reasonable basis to
conclude that the Company is not able to undertake, or has no interest in
undertaking, such opportunity.


 


“Director” means a director or other member of the
Board who has full rights to participate in proceedings and to vote on all
matters to come before the Board.


 


“Effective Date” means December 30, 2004.


 


“Eligible Recipients” has the meaning set forth
in the WB Master Services Agreement.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exempt Transfer” means a Transfer of Common
Shares pursuant to (i) a registered public offering under the Securities
Act, (ii) any sale in a broker’s transaction, as defined in subsection (f)
of Rule 144 under the Securities Act, or (iii) after or in connection with
the Qualified Initial Public Offering, a purchase agreement with a placement
agent or group of placement agents covering the Common Shares that contemplates
the immediate resale of such securities by such placement agent pursuant to the
resale exemption provided by Rule 144A under the Securities Act or to “off-shore
purchasers” in a Transfer permitted by Regulation S under the Securities
Act.


 


4

















 


“Fair Market Value” means the price of such
Common Shares that would be paid in an arm’s-length transaction to a willing
seller under no compulsion to sell, by a willing buyer under no compulsion to
buy.


 


“Fully Diluted” means all outstanding Common
Shares and all securities issuable in respect of all Common Shares, on an
as-converted or as-exercised basis.


 


“GAAP” means United States generally accepted
accounting principles, in effect from time to time.


 


“GE Master Services Agreement” means the Master
Services Agreement, dated as of December 30, 2004, by and between GE Parent and
Genpact International, as amended or renewed from time to time.


 


“GE Parent” means General Electric Company, a
New York corporation.


 


“GMI” means Genpact Management Investors, LLC,
a Delaware limited liability company.


 


“GICo Designee” means any of (i) the
Company, (ii) GICo’s Affiliates and (iii) so long as GAP or OH is an
Affiliate of GICo, such Person’s limited partners, capital partners or managed
accounts.


 


“Governmental Authority” means any domestic or
foreign federal, state or local government, governmental authority, department,
commission, board, bureau, agency, court, instrumentality, or judicial or
regulatory body or entity.


 


“Guarantor” means Wachovia Corporation, a North
Carolina corporation.


 


“Indebtedness” of any Person means, without
duplication and on a consolidated basis, (i) all indebtedness of such
Person for borrowed money, (ii) all obligations of such Person evidenced
by bonds, debentures, notes or other similar instruments or letters of credit,
(iii) all obligations of such Person to pay the deferred purchase price of
property or services, except for trade accounts payable and other accrued
current liabilities arising in the ordinary course of business (other than
working capital loans, letters of credit and the current portion of long-term
debt), (iv) all indebtedness represented by obligations of such Person
under a lease that is required to be capitalized for financial reporting
purposes by such Person, (v) all obligations, contingent or otherwise, of
such Person under or relating to acceptance, letter of credit or similar
facilities, (vi) all obligations, contingent or otherwise, of such Person
to guarantee any Indebtedness of any other Person, (vii) all obligations
under any forward contract, futures contract, swap, option or other financing
agreement or arrangement (including, without limitation, caps, floors, collars
and similar agreements), the value of which is dependent upon interest rates,
currency 


 


5

















 


exchange rates, commodities or other indices, other
than foreign currency hedges in the ordinary course of business, and
(viii) all Indebtedness of the types referred to in
clauses (i) through (vii) above of any other Person secured by
any Lien on property owned by such Person, even though such Person has not
assumed or become liable for the payment of such Indebtedness; provided,
however, that that amount of the Indebtedness under this clause
(viii) shall not exceed for the purposes of this Agreement the book value
of the property so pledged or encumbered.


 


“Independent Director” means a director who is,
as of the date of such director’s appointment and as of any other date on which
the determination is being made, an NYSE Independent Director and an SEC
Independent Director and who qualifies as independent under any applicable
requirements of the laws of Bermuda (or the laws of the Company’s jurisdiction
of incorporation, if other than Bermuda).


 


“NYSE Independent Director” means a director
who qualifies, as of the date of such director’s appointment to the Board and
as of any other date on which the determination is being made, as an “Independent
Director” under the listing requirements of the New York Stock Exchange,
as amended from time to time, as determined by the Board of Directors without
the vote of such person.


 


“Lien” means any mortgage, deed of trust,
pledge, hypothecation, assignment, encumbrance, voting restriction (statutory
or other), lien (statutory or other) or preference, priority, right or other
security interest or preferential arrangement of any kind or nature whatsoever.


 


“Liquidity Requirements” means, with respect to
any Marketable Securities of any Person received by GE or GICo, that the
Marketable Securities received (i) represent less than ten percent (10%)
of the overall market capitalization of such Person, (ii) represent less
than fifteen percent (15%) of the outstanding securities of such Person
registered to trade on such exchange or system, (iii) represent less than
sixteen (16) times the average daily trading volume of such Person for the
thirty (30) trading days immediately preceding determination and (iv) either
(A) could be sold immediately under the volume limitations of Rule 144(e)
and other requirements thereunder or (B) are entitled to the benefits of
either (x) a shelf registration at the time received by such Shareholder
or Shareholders until all such securities are sold by such Shareholder or
Shareholder or (y) registration rights at least as favorable as any
Shareholder’s rights in Article IV hereof (provided that such rights shall
be immediately exercisable following receipt of such Marketable Securities).


 


“Lock Up Waiver” shall mean that the
representative or representatives of the underwriters for the Qualified Initial
Public Offering shall have delivered a written notice to the Company and the
Shareholders making a Demand Request that the underwriters waive any objection
to the making of such 


 


6

















 


Demand Request and the compliance by the Company with
its obligations under Article IV in response to such Demand Request.


 


“Market Price” of any security shall mean the average
of the closing prices of such security’s sales on all securities exchanges on
which such security may at the time be listed or, if there have been no sales
on any such exchange on any day, the average of the highest bid and lowest
asked prices on all such exchanges at the end of each day or, if on any day
such security is not so listed, the average of the representative bid and asked
prices quoted in the NASDAQ System as of 4:00 P.M., in New York City or,
if on any day such security is not quoted in the NASDAQ System, the average of
the highest bid and lowest asked prices on such day in the domestic
over-the-counter market as reported by the National Quotation Bureau,
Incorporated, or any similar successor organization, in each such case,
averaged over a period of thirty (30) days consisting of the day as of which “Market
Price” is being determined and the twenty-nine (29) consecutive trading days
prior to such day.


 


“Marketable Securities” means any securities of
a Person that are listed on an established national securities exchange, quoted
on NASDAQ, or listed or quoted on a comparable established exchange or
quotation system in any country not subject to foreign exchange controls.


 


“MSA Termination” means, if the WB Master
Professional Services Agreement is terminated by (i) MacroWorld, for any reason
other than a bona fide termination pursuant to Section 25.1(a), Section 25.5 or
Section 25.7 of the Master Professional Services Agreement, or (ii) Genpact
International pursuant to Section 25 of the WB Master Professional Services
Agreement, the last day Genpact International is providing Services to
MacroWorld (and the other Eligible Recipients) under the WB Master Professional
Services Agreement (other than Termination Assistance Services) (as each term
is defined in the WB Master Professional Services Agreement).


 


“Nominating Committee” means the nominating and
governance committee of the Company and any replacement thereof.


 


“NYSE” means the New York Stock Exchange.


 


“Ownership Percentage” means, in respect of any
Shareholder, the quotient obtained by dividing the aggregate number of issued
and outstanding Common Shares held by such Shareholder and its Permitted
Transferees, calculated on a Fully Diluted basis, by the aggregate number of
issued and outstanding Common Shares held by all Shareholders, calculated on a
Fully Diluted basis.


 


“Permitted Transferee” means, in the case of
any Shareholder, any entity that is an Affiliate of such Shareholder; provided,
however, in the case of a Transfer for value by GE or WB, a Permitted
Transferee shall be limited to Affiliates that are (directly or indirectly
through one or more Persons) wholly-owned by GE 


 


7

















 


Parent and Guarantor, respectively; provided, further,
that, for the avoidance of doubt, WB shall not be deemed to be a Permitted
Transferee of GE.


 


“Person” means an individual, corporation,
limited liability company, partnership, association, trust or other entity or
organization, including a Governmental Authority.


 


“Qualified Initial Public Offering” means the
Company’s underwritten public offering of Common Shares pursuant to the
registration statement on Form S-1 (file number 333-142875) under the
Securities Act and the underwriting agreement dated as of the date hereof
between the Company, the underwriters named therein, for which Morgan Stanley
& Co. Incorporated, Citigroup Global Markets Inc. and JPMorgan Securities
Inc. are acting as representatives, and the selling shareholders named therein.
The date of the Qualified Initial Public Offering shall be the date of the
final prospectus for such offering.


 


“Reorganization Agreement” means the
Reorganization Agreement dated as of July 13, 2007 by and among the Company,
GGL, GGH and the shareholders listed on the signature pages thereto of GGH


 


“Registrable Securities” means, at any time,
any and all Common Shares held by a Shareholder or issued or issuable upon
conversion or exercise of any other Common Shares held by any Shareholder until
(i) a registration statement covering such Common Shares has been declared
effective by the SEC and such Common Shares have been disposed of pursuant to
such effective registration statement, (ii) such Common Shares are sold
pursuant to Rule 144 (or any successor or similar provision then in force)
under the Securities Act, (iii) the entire amount of such Common Shares
owned by a Shareholder may be sold in a single sale, in the opinion of counsel
satisfactory to the Company and the Shareholder, without any limitation as to
volume under Rule 144 (or any successor or similar provision then in force)
under the Securities Act, or (iv) such Common Shares are otherwise
Transferred, the Company has delivered a new certificate or other evidence of
ownership for such Common Shares not bearing any applicable required legend,
and such Common Shares may be resold without subsequent registration under the
Securities Act.


 


“SEC” means the Securities and Exchange
Commission or any similar agency then having jurisdiction to enforce the Securities
Act.


 


“SEC Independent Director” means a director who
qualifies, as of the date of such director’s appointment to the Board and as of
any other date on which the determination is being made, as an “Independent
Director” under Rule 10(A)-3 under the Exchange Act as well as any other
requirement of the U.S. securities laws which is then applicable to the
Company, as determined by the Board of Directors without the vote of such
person.


 


8

















 


“Securities Act” means the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder.


 


“Securities Purchase Agreement” means the
Securities Purchase Agreement, dated as of November 7, 2004, as amended, by and
among GICo, GE and certain of its Affiliates.


 


“Share Exchange” means the exchange by the
shareholders of GGH (other than GGL) of their shares of GGH for Common Shares
and the exchange by the shareholders of GGL of their shares of GGL for Common
Shares of the Company in accordance with the Reorganization Agreement.


 


“Share Exchange Date” means the date the Share
Exchange is consummated.


 


“Shareholder” means each Person (other than the
Company) who, at any relevant determination date, shall be a party to or bound
by this Agreement and holds Common Shares.


 


“Specified Shareholder” means GECM, GICo and
any of their Affiliates, provided, that such Shareholder and its
Affiliates, acting together, have the ability to designate not less than one
Director to the Board pursuant to Article II hereof.


 


“Subsidiary” means, with respect to any
specified Person, any other Person in which such specified Person, directly or
indirectly through one or more Affiliates or otherwise, beneficially owns at
least fifty percent (50%) of either the ownership interest (determined by
equity or economic interests) in, or the voting control of, such other Person.


 


“Transfer” means, (i) when used as a verb,
to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or
otherwise transfer, whether directly or indirectly or through hedging or
similar derivative transactions, or agree or commit to do any of the foregoing
(whether by operation of law or otherwise and whether for lawful consideration
or no consideration) and (ii) when used as a noun, a direct or indirect
sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation, or
other transfer or hedging or similar derivative transaction or any agreement or
commitment to do any of the foregoing.


 


“Violation”
means losses, claims, damages, or liabilities (joint or several) to which a
party hereto may become subject under the Securities Act, the Exchange Act or
other federal or state law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
of the following:  (i) any untrue
statement or alleged untrue statement of a material fact contained in a
registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto or
(ii) the 


 


9

















omission or alleged omission to state therein a material fact required
to be stated therein, or necessary to make the statements therein not
misleading


 


“WB MSA Expiration Date” means November 30,
2012.


 


“WB Share Amount” shall mean the number of
Common Shares held by WB as of the date hereof.


 


(b)           Each of the following
terms is defined in the Section set forth opposite such term:


	
  Term

  	
   

  	
   

  	
  Section

  
	
   

  	
   

  	
   

  
	
  Agreement

  	
   

  	
  Preamble

  
	
  Appraised Valuation

  	
   

  	
  SECTION
  3.06(c)(ii)

  
	
  Arbitrator Appraiser

  	
   

  	
  SECTION
  3.06(c)(ii)

  
	
  Company

  	
   

  	
  Preamble

  
	
  Compliant Transfer

  	
   

  	
  SECTION 3.03

  
	
  Confidential
  Information

  	
   

  	
  SECTION 5.01(a)

  
	
  Confidentiality
  Affiliates

  	
   

  	
  SECTION 5.01(a)

  
	
  Co-Sale Outside Date

  	
   

  	
  SECTION 3.05(c)

  
	
  Co-Sale Period

  	
   

  	
  SECTION 3.05(b)

  
	
  Co-Sale Securities

  	
   

  	
  SECTION 3.05(a)

  
	
  Demand Registration

  	
   

  	
  SECTION 4.01(a)

  
	
  Demand Request

  	
   

  	
  SECTION 4.01(a)

  
	
  Demand Shareholder

  	
   

  	
  SECTION 4.01(a)

  
	
  FMV Date

  	
   

  	
  SECTION
  3.06(c)(i)

  
	
  FMV Notices

  	
   

  	
  SECTION
  3.06(c)(i)

  
	
  GAP

  	
   

  	
  Preamble

  
	
  GAP Bermuda

  	
   

  	
  Preamble

  
	
  GAPCO

  	
   

  	
  Preamble

  
	
  GAPCO III

  	
   

  	
  Preamble

  
	
  GAPCO IV

  	
   

  	
  Preamble

  
	
  GapStar

  	
   

  	
  Preamble

  
	
  GAP-W

  	
   

  	
  Preamble

  
	
  GE

  	
   

  	
  Preamble

  
	
  GECIM

  	
   

  	
  Preamble

  
	
  GECM

  	
   

  	
  Preamble

  
	
  Genpact Appraiser

  	
   

  	
  SECTION
  3.06(c)(i)

  
	
  GICo

  	
   

  	
  Preamble

  
	
  GGH

  	
   

  	
  Preamble

  
	
  GGL

  	
   

  	
  Preamble

  
	
  GICo Sale

  	
   

  	
  SECTION 3.05(a)

  
	
  Incidental Registration

  	
   

  	
  SECTION 4.02

  
	
  Initial Fifteen Months

  	
   

  	
  SECTION 4.01(d)

  
	
  NASD

  	
   

  	
  SECTION 4.05

  
	
  Observer

  	
   

  	
  SECTION 2.01(i)

  



 


10

















 


	
  Term

  	
   

  	
   

  	
  Section

  
	
   

  	
   

  	
   

  
	
  Offered Securities

  	
   

  	
  SECTION 3.04(a)

  
	
  Offering Notice

  	
   

  	
  SECTION 3.04(a)

  
	
  OH

  	
   

  	
  Preamble

  
	
  OH Bermuda

  	
   

  	
  Preamble

  
	
  OH Cayman 1

  	
   

  	
  Preamble

  
	
  OH
  Cayman 2

  	
   

  	
  Preamble

  
	
  OH Management

  	
   

  	
  Preamble

  
	
  OHCP2

  	
   

  	
  Preamble

  
	
  Option Period

  	
   

  	
  SECTION 3.04(b)

  
	
  Outside Date

  	
   

  	
  SECTION 3.04(c)

  
	
  Participating Co-Seller

  	
   

  	
  SECTION 3.05(f)

  
	
  Proposed Transferor

  	
   

  	
  SECTION 3.04(a)

  
	
  Purchaser Notice

  	
   

  	
  SECTION 3.05(a)

  
	
  Registration Expenses

  	
   

  	
  SECTION 4.05

  
	
  Reoffer Notice

  	
   

  	
  SECTION 3.04(c)

  
	
  Rights Holder

  	
   

  	
  SECTION 3.04(a)

  
	
  second Demand Request

  	
   

  	
  SECTION 4.01(d)

  
	
  Termination Call Notice

  	
   

  	
  SECTION 3.06(a)

  
	
  third Demand Request

  	
   

  	
  SECTION 4.01(d)

  
	
  Third Party Purchaser

  	
   

  	
  SECTION 3.05(a)

  
	
  Valid Business Reason

  	
   

  	
  SECTION 4.01(e)

  
	
  WB

  	
   

  	
  Preamble

  
	
  WB Appraiser

  	
   

  	
  SECTION
  3.06(c)(i)

  



 


(c)           Unless
otherwise expressly provided, for purposes of this Agreement, the following
rules of interpretation shall apply:


 


Calculation of Time. When
calculating the period before which, within which or after which any act is to
be done or step taken pursuant to this Agreement, the date that is the
reference date in calculating such period shall be excluded. If the last day of
such period is not a Business Day, the period in question shall end on the next
succeeding Business Day.


 


Dollars. Any reference in this
Agreement to “$” or “dollars” means United States dollars.


 


Share Numbers and Ownership Amounts or Percentages.
All references in this Agreement to share numbers or amounts shall be
appropriately adjusted for any stock splits, stock dividends, recapitalizations
or the like with respect to such shares occurring after the date hereof. For
purposes of any calculation of share ownership amounts or percentages prior to
the Share Exchange Date, such calculation shall be made by multiplying the
common shares of GGH owned by such person or persons (on a fully-diluted basis)
at such time by the Share Exchange Ratio.


 


11

















 


Consents, Approvals or Notices. Any
consent, approval or notice that may be given, delivered or provided or is
otherwise required to be given, delivered or provided under this Agreement, whether
or not in the exercise of rights under this Agreement, shall be required to be
given, delivered or provided in writing in accordance with the provisions of Section 6.02.


 


Annexes, Exhibits and Schedules.
The Annexes, Exhibits and Schedules to this Agreement are hereby
incorporated and made a part hereof and are an integral part of this Agreement.
All Annexes, Exhibits and Schedules annexed hereto or referred to
herein are hereby incorporated in and made a part of this Agreement as if set
forth in full herein. Any capitalized terms used in any Annex, Exhibit or
Schedule but not otherwise defined therein shall be defined as set forth
in this Agreement.


 


Gender and Number. Any reference in
this Agreement to gender shall include all genders, and words imparting the
singular number only shall include the plural and vice versa.


 


Headings. The provision of a Table
of Contents, the division of this Agreement into Articles, Sections and
other subdivisions and the insertion of headings are for convenience of reference
only and shall not affect or be utilized in construing or interpreting this
Agreement. All references in this Agreement to any “Article” or “Section” are
to the corresponding Article or Section of this Agreement unless
otherwise specified.


 


Herein. The words such as “herein,” “hereinafter,”
“hereof,” and “hereunder” refer to this Agreement as a whole and not merely to
a subdivision in which such words appear unless the context otherwise requires.


 


Including. All references herein to “including”
and words of similar import shall be deemed to mean “including without
limitation,” or words of similar import.


 


12

















 


ARTICLE II



CORPORATE GOVERNANCE


 


SECTION 2.01.      Composition of the Board.


 


(a)           As
of the date of the consummation of the Qualified Initial Public Offering, the
Board of the Company shall consist of thirteen (13) Directors.


 


(i)            Subject
to the other provisions of this Article II, GICO shall have the right to
designate four (4) persons for nomination by the Nominating Committee as
Directors to the Board, provided that at least two (2) of such persons shall at
all times be NYSE Independent Directors. At the date hereof such persons shall
be as identified on Exhibit C as GICO Directors.


 


(ii)           Subject
to the other provisions of this Article II, GE shall have the right to
designate two (2) persons for nomination by the Nominating Committee as
Directors to the Board. At the date hereof such persons shall be as identified
on Exhibit C as GE Directors.


 


(iii)          As of the date hereof, the Chief Executive
Officer shall be a Director.


 


(iv)          As
of the date hereof, the remaining Directors shall be as identified on Exhibit
C as Other Directors, and thereafter shall be such persons as determined by
the Nominating Committee, provided that (x) for so long as the Company is
listed on the NYSE, at least a majority (or such greater number as then
required by the listing standards of the NYSE) of all Directors shall be NYSE
Independent Directors and  (y) not less
than that number of Directors as is needed for service on the Audit Committee
(or such greater number as then required by applicable law including the rules
and regulations of the NYSE and the SEC) shall be SEC Independent Directors.


 


(v)           The
Board may increase or decrease the number of Directors in accordance with Applicable
Law and the Charter.


 


(b)           There
shall be a Nominating Committee which shall determine a slate of directors for
nomination for election to the Board of Directors at each annual general
meeting of the Company at which a class of directors is scheduled to retire and
who shall determine nominees to fill any vacancies in accordance with the
requirements herein. The Nominating Committee shall nominate those persons
designated by the Shareholders in accordance with this Agreement and shall
nominate such other persons determined in accordance with this Agreement. The
Nominating Committee shall consider any persons suggested for nomination by any
other shareholder in accordance with the Company’s corporate governance
guidelines and any requirements of Applicable Law or the 


 


13

















 


listing standards
of the NYSE. The size and membership of the Nominating Committee shall be
determined by the Board and shall, to the extent practicable, be comprised of
that number of designees of each of GICO and GE as is proportional to the
number of Directors who are designees of each such Shareholder and are on the
Board at that time, it being understood that if such proportionate number is
less than 1 there shall be no obligation to include, as a member of the
Nominating Committee, a Director who is a designee of such Shareholder. The
remaining members shall be Directors who are not designees of either such
Shareholder.


 


(c)           At
each annual general meeting of the Company where Directors are scheduled to
retire in accordance with the Charter, the Shareholders agree to vote their
Common Shares in favor of the election of all of the Directors nominated by the
Nominating Committee.


 


(d)           Casual
vacancies on the Board (including those resulting from actions pursuant to Section
2.02) shall be filled by a Person designated by the Board who shall serve
only until the next annual general meeting whereupon the Shareholders shall
vote for that Director in accordance with Section 2.01(b).


 


(e)           Subsequent to the date
hereof, in the event of any changes in the Ownership Percentage of GICo or GE,
each of GICo and GE shall be entitled to designate to the Nominating Committee
the number of GE Directors or GICo Directors, as applicable, which corresponds
to its Ownership Percentage pursuant to the following table, provided that,
except in the case of GE, at least a majority of such designees of any
Shareholder  (or, if the number of such
persons shall be two, then one of such persons) shall at all times be NYSE
Independent Directors:


	
  Ownership
  Percentage

  	
   

  	
  Number of
  Designees

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  > 90%

  	
   

  	
  6

  	
   

  
	
  => 80% and <= 90%

  	
   

  	
  5

  	
   

  
	
  > 30% and < 80%

  	
   

  	
  4

  	
   

  
	
  > 20% and <= 30%

  	
   

  	
  2

  	
   

  
	
  => 10% and <= 20%

  	
   

  	
  1

  	
   

  
	
  < 10%

  	
   

  	
  0

  	
   

  



 


GICo
and GE shall agree to proportionate modifications to the Ownership Percentage
chart set forth in this Section 2.01(b) to reflect the number of
Directors which each of GICo and GE shall be entitled to designate to the Nominating
Committee at various Ownership Percentages after giving effect to all increases
to the size of the Board contemplated by Section 2.01(a)(v). A
majority of the Board shall at all times have the right to determine whether or
not the Chief Executive Officer shall be entitled to be a Director.


 


14

















 


(f)            Each
Shareholder shall, at any time it is then entitled to vote for the election of
Directors to the Board, vote all of its Common Shares or execute proxies or
written consents, as the case may be, and take all other necessary action
(including causing the Company to call a special meeting of Shareholders and
taking all other actions under Applicable Law) in order to ensure that the
composition of the Board complies with this Section 2.01.


 


(g)           If,
at any time, the Ownership Percentage of GICo or GE is reduced (by Transfer,
issuance of new Common Shares by the Company or otherwise in compliance with
this Agreement), such that the number of Directors that GICo or GE, as the case
may be, is entitled to designate pursuant to Section 2.01(e) is
reduced by one (1) or more Directors, then GICo or GE, as the case may be,
shall promptly cause such number of its then-designated Directors equal to the
number by which the number of its designated Directors has been so reduced as
aforesaid to resign from the Board. Such vacant Director position(s) shall be
filled by the Board in accordance with the Charter and this Agreement. Notwithstanding
that GICo or GE is no longer entitled to designate one (1) or more persons
to serve as Directors pursuant to Section 2.01(e), nothing herein
shall preclude an Affiliate, director, officer, partner, associate or employee
of GICo or GE from serving on the Board if such person is elected by the shareholders
of the Company in accordance with this Section 2.01(g).


 


(h)           To
the extent that GICo or GE is entitled to designate at least one
(1) Director pursuant to Section 2.01(e), the Company and the
Shareholders shall cause the Board to cause the compensation committee, audit
committee, Nominating committee and any other committee of the Board, if any,
to include at least one (1) designee of GICo and/or GE, as applicable, but
only if  in the case of the audit
committee, such designee is an Independent Director and (y) in the case of the
compensation committee and the Nominating Committee, such designee is an NYSE
Independent Director and an SEC Independent Director if the same is then
required by the listing standards of the NYSE and SEC Rules, as the case may be.
The Board shall not create an executive committee without the consent of GICo
and GE, other than any special committee of Independent Directors established
by the Board for a specific purpose. This right to appoint Persons to the
committees of the Company shall, at all times be subject to such designees
satisfying any other requirements of Applicable Law and the NYSE Listing
Standards. If any such requirement is applicable to less than all (but not all)
the members of such committee, such requirement shall nevertheless be satisfied
by each such designee unless compliance therewith is waived by agreement of
GICO and GE.


 


(i)            If
at any time GE does not have the right to designate at least one (1)
Director to the Board and until the date when GE’s Ownership Percentage first
constitutes less than seven and one-half percent (7.5%), the Company shall
invite a representative identified by GE (the “Observer”), to attend and
participate in all regular meetings of its Board and committees thereof; provided,
however, that any such Observer shall not have the right to vote on any
matter and no such Observer shall be deemed a member of the Board of the
Company (or any 


 


15

















 


committee thereof)
for any purpose. The Company shall give such Observer (solely in its capacity
as an Observer) copies of all notices, minutes, consents and other materials
that it provides to its Directors at the same time and in the same manner as
provided to such Directors; provided, further, that the Observer
shall agree to hold in confidence confidential information regarding such
Company and its Subsidiaries which comes into his or her possession to the same
extent as if he or she were a Director. Notwithstanding the foregoing, an
Observer may be excluded from any meetings and shall not be entitled to receive
Board materials or a summary of the minutes of such meeting if the matters
under discussion involve any conflict of interest on the part of the Observer
or if, in the reasonable opinion of counsel to a Company, such actions are reasonably
required to protect any attorney-client privilege or any other available
privilege.


 


(j)            The
Board shall hold regular meetings at least on a quarterly basis (which may be
by means of video or telephonic conference call) unless otherwise approved by
two-thirds of the members of the Board thereof, including at least one
(1) GICo Director and one (1) GE Director (if a GICo Director or GE
Director, as applicable, is then appointed to the Board). Subject to the
Charter and Applicable Law, at any meeting of the Board, any GICo Director or
any GE Director may designate any other GICo Director or GE Director, as the
case may be, to serve as his proxy to cast his vote on any and all matters that
may properly come before the Board at any such meeting.


 


(k)           The
Company shall reimburse each of the Directors for all reasonable out-of-pocket
expenses incurred in attending meetings of the Board and meetings of committees
of the Board.


 


SECTION 2.02.      Removal. A
Shareholder shall cause any designee named by it as a Director to resign from
the Board, or from service on any committee, and shall vote its Common Shares
in favor of removal of a Director, if at any time such Director does not
satisfy any applicable requirements pursuant to NYSE Listing Standards or applicable
law for service on the Board or a committee. No Shareholder shall, at any time
it is then entitled to vote for the removal of Directors from the Board, vote
any of its Common Shares in favor of the removal of any Director who shall have
been designated by GICo or GE pursuant to Section 2.01, unless (x)
the designating party shall have consented to such removal in writing or (y)
such removal is for cause (which shall include that such person does not
satisfy the requirements for service set forth herein); provided, however,
that if GICo or GE shall request in writing the removal, with or without cause,
of any such Director so designated by it, such Shareholder shall vote all its
Common Shares that are entitled to vote in favor of such removal.


 


SECTION 2.03.      Waiver of Applicable Law;
Qualified Initial Public Offering.


 


(a)           Notwithstanding
anything to the contrary in this Agreement or under Applicable Law, each
Shareholder hereby irrevocably waives 


 


16

















 


any rights such
Shareholder has under Applicable Law and the Charter of the Company which
conflict with or augment in any respect the relative rights and obligations
granted to the Shareholders under this Agreement and agree that the provisions
of this Agreement shall govern the rights and obligations of the parties with
respect to the matters set forth herein. To the extent the provisions of
Applicable Law or the Charter of the Company provide any Shareholder with any
supermajority or class voting rights or approvals that are in addition to or
differ from the consent rights set forth in this Agreement, each Shareholder
agrees to attend any properly called meeting of Shareholders and vote its
Common Shares and/or execute any agreements, consents or other documents
reasonably required in order to authorize, ratify or approve any matter that is
otherwise approved by holders of a majority of the Common Shares entitled to
vote on any such matter. Each Shareholder shall promptly vote or shall cause to
be voted all of its Common Shares that are entitled to vote or promptly execute
proxies or written consents, as the case may be, in favor of any matter that
requires a unanimous shareholder vote under Applicable Law and that has been
otherwise approved by holders of a majority of the Common Shares entitled to
vote on any such matter, and the Shareholders will not exercise any dissent
rights which they may have in connection therewith.


 


ARTICLE III



TRANSFERS OF COMPANY EQUITY SECURITIES


 


SECTION 3.01.      Restriction on Transfers
of Shares.


 


(a)           Without
the consent of GE, GICo, GAP, OH and their Affiliates and Permitted Transferees
shall not, and shall cause their respective Affiliates not to, either directly
or indirectly, Transfer any Common Shares (whether in one transaction or a
series of transactions), if such Transfer would result in a Change of Control,
unless such Transfer results in the sale of Common Shares (whether by GE’s
exercise of its right of co-sale or otherwise) in an arms-length transaction
satisfying the terms of clause (i) or clause (ii) hereof.


 


(i)            A
Transfer that would result in a Change of Control will satisfy the requirements
of this Section 3.01(a) if (A) no more than twenty percent
(20%) of the then outstanding Common Shares owned by Shareholders other than GE
and no more than ten percent (10%) of the then outstanding Common Shares owned
by GE are exchanged for, or remain outstanding in, the surviving or continuing
Person resulting from such Change of Control, and (B) all of the remaining
Common Shares owned by any Shareholder are sold for cash; or


 


(ii)           All
then outstanding Common Shares owned by the Shareholders are sold for cash,
Marketable Securities satisfying the Liquidity Requirements or both.


 


17

















 


Any attempt to Transfer any Common Shares or any
rights thereunder in violation of this Section 3.01(a) shall be
null and void ab  initio and the Company shall not register any
such Transfer.


 


(b)           Notwithstanding
anything to the contrary in this Agreement, none of GE or its Permitted
Transferees shall, without the prior written consent of GICo, be entitled to
Transfer any Common Shares, unless the following conditions are met:


 


(i)            If
the Transfer is to occur prior to the fifth anniversary of the Effective Date, GE
does not then own, or such Transfer would not cause GE to own, less than 26,745,000
Common Shares.


 


Notwithstanding the foregoing, to the extent that GICo
and its Permitted Transferees at any time and from time to time while the
restrictions in clause (i) are in effect own less than 40,117,500 Common
Shares (determined on a Fully Diluted basis), GE shall be permitted to Transfer
any number of Common Shares so long as its remaining Ownership Percentage is
equal to or greater than the same proportion of its Ownership Percentage as of
the Effective Date as the Ownership Percentage of GICo at such time represents
as a proportion of its Ownership Percentage as of the Effective Date (with such
amounts as of the Effective Date calculated in accordance with Section
1.01(c)).


 


SECTION 3.02.      Permitted Transfers.


 


(a)           Notwithstanding
anything in this Agreement to the contrary, but subject to Sections 3.02(b),
3.02(c) and 3.03, any Shareholder may Transfer any Common Shares
to a Permitted Transferee at any time; provided, however, that if
such Transfer is to be made by GICo to a Permitted Transferee for value, such
Transfer shall be subject to Section 3.05. In addition, subject to Sections
3.01, 3.02 and 3.04, any Shareholder may make an Exempt
Transfer.


 


(b)           Notwithstanding
anything in this Agreement to the contrary, until the fifth anniversary of the
Effective Date, GICo, GAP and OH shall be prohibited from Transferring (by
liquidation or otherwise) any Common Shares to any general partner, limited
partner, shareholder, member or other equity holder of GAP or OH without GE’s
prior written consent, unless such Transfer is a sale for value and on
arms-length terms that would be subject to Section 3.05; provided,
however, that nothing in this Article III shall prohibit a Transfer
of any Common Shares by way of a distribution from GICo to GMI in accordance
with the transactions contemplated by the Reorganization Agreement.


 


(c)           Each
Shareholder shall use reasonable efforts to provide the Company written notice
of its intent to Transfer any Common Shares to a Permitted Transferee pursuant
to this Section 3.02 at least thirty (30) days prior to such Transfer.


 


18

















 


SECTION 3.03.      Transfers in Compliance
with Law; Addition or Substitution of Transferee. Notwithstanding anything
in this Agreement to the contrary, any Transfer (other than an Exempt Transfer)
of Common Shares by any Shareholder to any Person who is not a party to this
Agreement shall be subject to the following: (i) the proposed transferee
shall agree in writing to be bound by the terms and conditions of this
Agreement (which shall include each of the obligations related to the rights
which are transferred to such transferee) by executing a Joinder Agreement substantially
in the form of Exhibit D hereto, (ii) the Transfer shall
comply in all respects with the applicable provisions of this Agreement and
(iii) the Transfer shall comply in all respects with applicable federal
and state securities laws, including, without limitation, the Securities Act
and Applicable Law (any Transfer complying with this Section 3.03,
a “Compliant Transfer”). Upon becoming a party to this Agreement, the
transferee shall, subject to Section 6.01, be substituted for or
share, and shall enjoy the same rights and be subject to the same obligations
as, the transferring Shareholder hereunder with respect to the Common Shares
and the rights and obligations transferred pursuant to such Compliant Transfer.


 


SECTION 3.04.      Right of First Refusal.


 


(a)           If,
(i) prior to the fifth anniversary of the Effective Date, in the case of GE, or
(ii) after the WB MSA Expiration Date, in the case of WB (GE or WB, as
applicable, the “Proposed Transferor”), the Proposed Transferor desires
to Transfer all or any portion of its Common Shares (the “Offered Securities”)
to any Person (x) other than to a Permitted Transferee or (y) other
than pursuant to clauses (i) or (ii) of the definition of Exempt
Transfer, then, if GE is the Proposed Transferor, GE shall first offer such
Offered Securities to GICo and, if WB is the Proposed Transferor, WB shall
offer such Offered Securities to the Company (GICo, with respect to Transfers
by GE, and the Company, with respect to Transfers by WB, are each referred to
in this Section 3.04 as a “Rights Holder”), by promptly providing
written notice (the “Offering Notice”)  to
the Rights Holder indicating (A) the number of Offered Securities proposed
to be Transferred and (B) the proposed purchase price per Common Share and
the other material terms and conditions of the proposed Transfer; provided,
however, that (x) each Proposed Transferor shall only be entitled
to deliver an Offering Notice (and one (1) additional Offering Notice
which constitutes a Reoffer Notice as provided in Section 3.04(c))
once in any consecutive twelve (12) month period (measured from the date of the
initial Offering Notice) and (y) a Proposed Transferor shall not be
entitled to deliver an Offering Notice at any time when another Offering Notice
or Reoffer Notice provided by such Proposed Transferor is outstanding.


 


(b)           The
Rights Holder (and/or one (1) or more GICo Designees or Company Designees,
as applicable) may elect to exercise the Rights Holder’s rights pursuant to
this Section 3.04 by delivering written notice to the Proposed
Transferor within thirty (30) days after its receipt of the Offering Notice (“Option
Period”). Notwithstanding anything to the contrary contained in this Section 3.04,
the Rights Holder (and/or one (1) or more GICo Designees or 


 


19

















 


Company Designees,
as applicable) may only elect to purchase all, but not less than all, of the
Offered Securities pursuant to this Section 3.04. The failure of
the Rights Holder to respond to the Proposed Transferor within the Option
Period shall be deemed to be a waiver of the Rights Holder’s rights under this Section 3.04.


 


(c)           If
the Rights Holder (and/or one (1) or more GICo Designees or Company
Designees, as applicable) does not elect to purchase all, but not less than
all, of the Offered Securities, then the Proposed Transferor may sell all, but
not less than all, of the Offered Securities to any Person on terms and
conditions not more favorable, in the aggregate, to the transferee than those
set forth in the Offering Notice, and in any event at the same price set forth
in the Offering Notice (except that the Proposed Transferor may sell the
Offered Securities for a higher price or on other terms more favorable to the
Proposed Transferor); provided, however, that such sale
(A) is bona fide, (B) is made solely for cash consideration or
Marketable Securities that satisfy the Liquidity Requirements, or both and does
not involve any other consideration, agreements, arrangements or understandings
between or among the Proposed Transferor or its Affiliates and any proposed
transferee or its Affiliates with respect to the GE Master Services Agreement
(if GE is the Proposed Transferor), the WB Master Professional Services
Agreement (if WB is the Proposed Transferor) or otherwise and (C) is
completed within one hundred and eighty (180) days after the expiration of the
Option Period or such earlier date upon which the Rights Holder shall have
delivered written notice that it does not intend to exercise its right to purchase
the Offered Securities (the “Outside Date”). Any Marketable Securities
issued as consideration for the Offered Securities shall be deemed, for
purposes of this Section 3.04, to have a value equal to the Market
Price of such Marketable Securities. If such sale is not consummated on or
prior to the Outside Date for any reason, then the restrictions provided for in
this Section 3.04 shall again become effective and no Transfer of
such Offered Securities may be made thereafter by such Proposed Transferor
without again offering the same to the Rights Holder in accordance with this Section 3.04;
provided, however, that, in the event that, prior to the Outside
Date with respect to any Offering Notice, such Proposed Transferor issues a
separate Offering Notice (“Reoffer Notice”) with respect to the same
Offered Securities on terms and conditions that are more favorable, in the
aggregate, to a proposed purchaser than those set forth in the original
Offering Notice, then the Option Period for such Reoffer Notice shall be thirty
(30) days after the Rights Holder’s receipt of such new Reoffer Notice and the
Outside Date shall be extended an additional thirty (30) days.


 


(d)           Any
Transferee of WB, and the Common Shares such Transferee of WB acquires,
pursuant to this Section 3.04 shall remain subject to the Company’s rights with
respect to such Common Shares under Section 3.10 and WB hereby agrees that it
in furtherance and not in limitation of Section 3.03(i) it shall be a condition
to closing of any such Transfer that such Transferee agrees to be bound by the
provisions of Section 3.10. For the avoidance of doubt, the Termination Call
Notice may only be delivered within ninety (90) days after the MSA Termination.


 


20

















 


(e)           After
the fifth anniversary of the Effective Date, none of the Common Shares held by GE
or its Permitted Transferees will be subject to any restrictions on Transfer
contained in this Agreement other than Section 3.03.


 


(f)            The
provisions of this Section 3.04 shall cease to apply to WB upon the fifth
anniversary of the Effective Date.


 


SECTION 3.05.      Right of Co-Sale.


 


(a)           At
any time that GICo proposes to Transfer (“GICo Sale”) any Common Shares
(“Co-Sale Securities”) to any Person other than (i) to a
Permitted Transferee (unless it is a Transfer to a Permitted Transferee for
value, in which case this Section 3.05 shall apply),
(ii) pursuant to clauses (i) or (ii) of the definition of Exempt
Transfer, or (iii) less than 44,575,000 Common Shares (each, a “Third
Party Purchaser”), GICo shall promptly deliver to GE and, if such proposed
Transfer would result in a Change of Control, to WB, written notice (“Purchaser
Notice”) of such proposed Transfer indicating the identity of the Third
Party Purchaser, the proposed purchase price per Common Share, and the other
material terms and conditions of the proposed Transfer. Each of GE and, if such
proposed Transfer would result in a Change of Control, WB shall have the right
to sell to the Third Party Purchaser, as a condition to such sale by GICo, at
the price per Common Share and on the same terms and conditions as set forth in
the Purchaser Notice, up to that percentage of the Common Shares it
collectively holds as equals (x) the total number of Common Shares
proposed to be Transferred by GICo divided by (y) the total number
of Common Shares owned by GICo. GICo shall issue a new Purchaser Notice if any
material term of such proposed Transfer changes.


 


(b)           GE
and WB may elect to participate in such GICo Sale pursuant to this Section 3.05
by delivering written notice to GICo within thirty (30) days after its receipt
of the most recent Purchaser Notice (“Co-Sale Period”) indicating the
number and type of Common Shares it desires to sell to the Third Party
Purchaser. The failure of GE or WB to respond to GICo within the Co-Sale Period
shall be deemed to be a waiver of such party’s rights under this Section 3.05.


 


(c)           If
GE and WB do not elect to participate in the GICo Sale, then GICo may, subject
to Section 3.03, sell the Co-Sale Securities to the Third Party
Purchaser(s) at a price per Common Share not greater than, and on terms and
conditions not materially more favorable, in the aggregate, to GICo than those
set forth in the Purchaser Notice (except that GICo may sell the Co-Sale
Securities for a lower price or on other terms less favorable to GICo); provided,
however, that such sale (A) is bona fide and made for consideration
consisting solely of cash, Marketable Securities or both; provided that the
Marketable Securities that would be received satisfy the Liquidity Requirements
and (B) is completed within one hundred and eighty (180) days after the
expiration of the Co-Sale Period (the “Co-Sale Outside Date”).


 


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(d)           The
exercise or non-exercise of GE’s or WB’s rights under this Section 3.05
to participate in one (1) or more GICo Sales shall not affect such party’s
rights to participate in subsequent sales by GICo that meet the conditions
specified in this Section 3.05.


 


(e)           At
all times prior to entry by GE or WB into a binding agreement with a Third
Party Purchaser with respect to a GICo Sale, such party shall be free to
withdraw its participation in such sale. None of GICo, GE or WB shall have any
liability to the other if any sale proposed to be made pursuant to this Section 3.05
is not consummated.


 


(f)            In
connection with any GICo Sale pursuant to this Article III, GE or
WB, if it  participates in such GICo Sale
(a “Participating Co-Seller”), shall only be required to make substantially
the same representations and warranties, covenants and other agreements as GICo
has agreed to make in connection with the proposed Transfer. Each of
Participating Co-Seller shall be obligated, in connection with any GICo Sale,
to bear its proportionate share of all transaction-related costs, fees and
expenses (including the reasonable fees, costs, expenses and disbursements of
GICo’s attorney and financial advisors) and to be liable for its proportionate
share of all indemnification obligations on a several and not joint basis, in
each case, with respect to its pro-rata share of such GICo Sale (based on such
Participating Co-Seller’s Common Shares Transferred in relation to the total
number of Common Shares Transferred on a Fully Diluted and a Consolidated Share
basis); provided, however, that no Participating Co-Seller
shall  be obligated in connection with
such Transfer to agree to indemnify or hold harmless any Person with respect to
an amount in excess of the net proceeds received by it in connection with such
Transfer.


 


SECTION 3.06.      Call Rights.


 


(a)           MSA
Termination. If the MSA Termination occurs prior to the WB MSA Expiration
Date, the Company (and/or any Company Designee) may, at its option, by delivery
of written notice (the “Termination Call Notice”) to WB within ninety
(90) days after the date of the MSA Termination, require WB to sell, and in
such case WB shall sell, to the Company (and/or any Company Designee) any or
all of WB’s Common Shares upon the terms and conditions set forth in this Section
3.06. If the Company (and/or any Company Designee) fails to deliver the
Termination Call Notice within ninety (90) days after the date of the MSA
Termination, WB shall retain its Common Shares.


 


(b)           The
purchase price of the Common Shares sold by WB to the Company pursuant to Section
3.06(a) shall be the Market Price determined as of the date specified by
the Company for such purposes in the Termination Call Notice (such date being a
date not more than 30 days prior to the date of the Termination Call Notice),
or if there is no Market Price at such time, the Appraised Valuation.


 


22

















 


(c)           In
the event that an Appraised Valuation is required, WB and the Company shall
comply with the following.


 


(i)            Within
five (5) Business Days following the delivery of the Termination Call Notice,
WB and the Company shall, by written notice delivered to the other party, each
designate an independent appraiser (the “Genpact Appraiser” and the “WB
Appraiser,” respectively), each of whom shall be a nationally recognized
investment banking firm. WB shall cause the WB Appraiser and the Company shall
cause the Genpact Appraiser to deliver to WB and the Company, not later than
thirty (30) days following the delivery of the Termination Call Notice, their
respective determinations of the Fair Market Value of the Common Shares
proposed to be sold (the “FMV Notices”) as of such thirtieth (30th) date
(the “FMV Date”). The fees and expenses of each appraiser shall be borne
by the party designating such appraiser.


 


(ii)           The
“Appraised Valuation” shall be expressed on a per share basis based on
the Common Shares held by WB that are subject to Section 3.06(a) and
shall be the average of the two Fair Market Values set forth in the FMV Notices,
unless the higher of the two Fair Market Values is more than 10% above the
lower of the two Fair Market Values. In such event, the WB Appraiser and the
Genpact Appraiser shall together appoint a third nationally recognized
investment banking firm (the “Arbitrator Appraiser”) within five (5)
Business Days following the date of the initial FMV Notices. WB and the Company
shall cause the Arbitrator Appraiser to, within thirty (30) days of the date of
its appointment, deliver to WB and the Company the Arbitrator Appraiser’s
determination of the Fair Market Value of the Common Shares proposed to be sold
as of the FMV Date, which must be equal to or between the two previously
delivered Fair Market Values. The Fair Market Value so determined by the
Arbitrator Appraiser shall be deemed to be the Appraised Valuation and shall be
binding on WB and the Company. The fees of the Arbitrator Appraiser shall be
borne fifty percent (50%) by the Company and fifty percent (50%) by WB.


 


(d)           Notwithstanding
any other provision contained in this Section 3.06, if the Appraised
Valuation is determined by the Arbitrator Appraiser and is greater than 105% of
the Fair Market Value of the Common Shares determined by the Genpact Appraiser,
the Company may revoke the Termination Call Notice, and in such case shall have
no obligation to purchase WB’s Common Shares.


 


(e)           The
applicable purchase price as determined above shall be payable in cash at the
closing described in Section 3.06(h).


 


(f)            Each
of WB and the Company (and/or any Company Designee) shall take all such further
actions as may be necessary to effect any Transfer contemplated by this Section
3.06 in accordance with Applicable Law.


 


23

















 


(g)           WB
hereby represents and warrants that all of its Common Shares Transferred to the
Company (and/or any Company Designee) pursuant to this Section 3.06
will, immediately prior to such Transfer, be owned, beneficially and of record,
by WB, free and clear of Liens created by, through or under WB.


 


(h)           At
the closing of the purchase and sale of the Common Shares pursuant to Section
3.06(a), WB shall deliver to the Company (and/or any Company Designee) the
number of WB’s Common Shares specified in the Termination Call Notice and the
Company (and/or any Company Designee) shall pay an amount of cash by wire
transfer of immediately available funds to a bank account specified by WB equal
to the Market Price or the Appraised Valuation as determined pursuant to Section
3.06(c), as applicable. The closing of the purchase and sale of the Common
Shares pursuant to Section 3.06(a) shall take place at a location designated by
the Company on such date and time as may be agreed upon by the parties within
the ninety (90) day period following the date of the Termination Call Notice,
or such other date as shall be mutually agreed to by the parties; provided,
that either party may extend such ninety (90) day period for an amount of time
as is reasonably necessary to comply with any requirements of Applicable Law.


 


ARTICLE IV



REGISTRATION RIGHTS


 


SECTION 4.01.      Demand for Registration.


 


(a)           If
the Company shall receive at any time after the date which is one hundred
eighty (180) days after the date of the Company’s Qualified Initial Public
Offering (or one hundred fifty (150) days after such date if a Lock Up Waiver
has been received), a written request (a “Demand Request”) from GE or
GICo or a group consisting of GE and GICo (GE or GICo, or a group consisting of
GE and GICo, making any such written request, the “Demand Shareholder”)
that the Company file a registration statement under the Securities Act
covering the registration of Registrable Securities with an anticipated
aggregate offering price in excess of $50 million (a “Demand Registration”),
then the Company shall, subject to Section 4.01(e), and, provided, that the
Demand Shareholder (or each of GE and GICo, if acting as a group for such
purpose), as the case may be, at the time of delivery of the Demand Request,
holds not less than 5% of the outstanding Common Shares of the Company:


 


(i)            as
soon as practicable, and in any event within sixty (60) days of the receipt of
such Demand Request, file a registration statement under the Securities Act
covering all Registrable Securities which the Demand Shareholder requests to be
registered, subject to Section 4.03; and


 


24

















 


(ii)           use
its reasonable best efforts to cause such registration statement to be declared
effective by the SEC as soon as practicable.


 


(b)           If
the Demand Shareholder intends to distribute the Registrable Securities covered
by the Demand Request by means of an underwriting, the Demand Shareholder shall
so advise the Company as a part of the Demand Request made pursuant to Section 4.01(a).
The underwriter for such Demand Registration will be a nationally recognized
investment bank selected by the Company with the approval of GE and GICo (which
approval shall not be unreasonably withheld, delayed or conditioned) and the
terms of such Demand Registration shall be subject to Section 4.03.
Within ten (10) days after the receipt of a request for a Demand Registration
from the Demand Shareholder, the Company shall (i) give written notice
thereof to each other Shareholder (other than the Demand Shareholder which has
requested a registration under Section 4.01(a)) and
(ii) subject to Section 4.04, include in such Demand
Registration all of the Registrable Securities held by such Shareholders from
whom the Company has received a written request for inclusion therein within
twenty (20) days of the receipt by such Shareholders of such written notice
referred to in clause (i) above. Each such request by such Shareholders
shall specify the number of Registrable Securities proposed to be registered. The
failure of any Shareholder to respond within such twenty (20) day period
referred to in clause (ii) above shall be deemed to be a waiver of such
Shareholder’s rights under this Article IV with respect to such
Demand Registration. Any Shareholder may waive its rights under this Article IV
prior to the expiration of such twenty (20) day period by giving written notice
to the Company, with a copy to the Demand Shareholder.


 


(c)           Subject
to Section 4.01(d), the Company shall not be obligated to effect any
Demand Request pursuant to this Section 4.01 if Registrable
Securities shall have been sold pursuant to a 
Demand Registration (or a Demand Registration shall have become
effective) in the twelve (12) month period prior to the receipt of such Demand
Request; provided, however, that if the effective date of any
such subsequent Demand Registration is reasonably likely to occur outside of
such twelve (12) month period, the Company’s obligations hereunder to prepare a
registration statement shall continue, but the Company shall not in any event
become obligated to cause such registration statement to be declared effective
prior to the expiration of such twelve (12) month period.


 


(d)           If,
within the 15 month period that commences one hundred and eighty (180) days
after the date of the Qualified Initial Public Offering (or one hundred fifty
(150) days after such date if a Lock Up Waiver has been received) (such period
the “Initial Fifteen Months”), a Demand Registration shall have become
effective and the Company receives a Demand Request (the “second Demand Request”)
for a second Demand Registration during the Initial Fifteen Months, the Company
shall prepare and file a registration statement for the relevant Registrable
Securities for such second Demand Registration and the provisions of this Article
IV shall apply except that (i) the Company shall use its reasonable best
efforts to file such registration statement within forty five (45) days of such
Demand 


 


25

















 


Request and (ii)
all out of pocket fees, costs and expenses that would be payable by the Company
in accordance with Section 4.05 (but excluding internal expenses
referred to therein) shall not be payable by the Company and shall be payable
by Shareholders including Registrable Securities in such registration statement
pro rata in accordance with their respective amounts of Registrable Securities
so included even if such second Demand Request could have been made pursuant to
Section 4.01(c). If such a second Demand Request is made within the Initial
Fifteen Months and the Company subsequently receives a Demand Request (the “third
Demand Request”) on a date which is less than twelve months following the date
of such sale of Registrable Securities, the Company shall be obligated to
effect such third Demand Request  even if
it would not be so obligated pursuant to Section 4.01(c); provided, that,
such third Demand Request is received not less than four months following the
date on which the sale of all of the Common Shares pursuant to the Registration
Statement for such second Demand Request was completed (or, if earlier, the
date such Registration Statement for such second Demand Request is withdrawn,
abandoned or otherwise ceases to be effective). The provisions of the first
sentence of this Section 4.01(d) shall apply to any such third Demand Request.


 


(e)           If
the Board, in its good faith judgment, determines that any registration of
Registrable Securities should not be made or continued because it would or
would be reasonably likely to materially interfere with any material financing,
acquisition, corporate reorganization or merger or other material transaction
or negotiation involving the Company or otherwise require premature disclosure
of information, including financial information, that would be materially
disadvantageous to the Company (a “Valid Business Reason”), the Company
may postpone filing a registration statement relating to a Demand Registration
until such Valid Business Reason no longer exists, but in no event for more
than an aggregate of ninety (90) days in any twelve (12) month period and in
case a registration statement has been filed relating to a Demand Registration,
the Company, upon the approval of a majority of the Board, may cause such
registration statement to be withdrawn and its effectiveness terminated or may
postpone amending or supplementing such registration statement; provided,
however, that, in the event of such withdrawal or termination, the
Company shall pay all reasonable out-of-pocket costs and expenses of the Demand
Shareholder whether or not such costs and expenses are covered by Section 4.05.
If a registration statement shall be effective at the time the Company
postpones, withdraws or terminates it, the Demand Shareholder shall immediately
cease to use any prospectus contained therein upon receipt of notice from the
Company. The Company shall give written notice of its determination to postpone
or withdraw a registration statement and, if the Valid Business Reason for such
postponement or withdrawal no longer exists, of such fact, in each case,
promptly after the occurrence thereof. Notwithstanding anything to the contrary
contained herein, the Company may not postpone or withdraw a filing under this Section 4.01(e)
more than once in any twelve (12) month period, except that, if the Company is
otherwise obligated to prepare and file a registration statement more than once
during any twelve (12) month period referred to in Section 4.01(d), the
Company may, postpone or withdraw a filing a second time within such 


 


26

















 


twelve (12) month
period; provided, however, that the aggregate number of days that
the Company may postpone a filing shall not exceed ninety (90) days in such
twelve (12) month period.


 


SECTION 4.02.      Other Registration. Each
time the Company proposes to register on its own behalf any of its stock or
other securities under the Securities Act in connection with the public
offering of such securities solely for cash (other than a registration
statement relating either to the sale of securities to employees of the Company
pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145
transaction, a registration on any form which does not include substantially
the same information as would be required to be included in a registration
statement covering the sale of the Registrable Securities, a registration in
which the only Common Shares being registered is Common Shares issuable upon
conversion of debt securities which are also being registered, or a
Registration Statement on Form S-4 or other Registration Statement filed in
connection with any acquisition by the Company or any of its Subsidiaries), the
Company shall, at such time, promptly deliver to each Shareholder written
notice of such registration (which notice shall not be given less than thirty
(30) days prior to the effective date of the Company’s registration statement).
Upon the written request of any Shareholder given within twenty (20) days
after receipt of such notice by such Shareholder indicating the number of
shares of Registrable Securities desired to be registered, the Company shall,
subject to the provisions of Section 4.03, cause to be registered
under the Securities Act all of the Registrable Securities that such
Shareholder has requested to be registered (an “Incidental Registration”).
Each Shareholder selling securities pursuant to this Section 4.02
shall have the right to withdraw such request for inclusion of Registrable
Securities in any registration statement pursuant to this Section 4.02
by delivering written notice of such withdrawal to the Company. In addition,
the Company or any selling Shareholder shall have the right to postpone,
terminate or withdraw any registration initiated by it under this Section 4.02
prior to the effectiveness of such registration whether or not any Shareholder
has elected to include securities in such registration.


 


SECTION 4.03.      Underwritings; Cut-backs.


 


(a)           If
the Company proposes or is required by a Shareholder to register Registrable
Securities pursuant to an underwriting, the Company shall not be required to
include any Registrable Securities of any Shareholder in such underwriting
unless such Shareholder accepts the terms of the underwriting as agreed upon
between the Company and its underwriters; provided, however, that
no Shareholder shall be required to make any representations or warranties in
connection with any such registration (whether in any underwriting agreement or
otherwise) other than representations and warranties as to (i) such
Shareholder’s ownership of its Registrable Securities to be Transferred free
and clear of all liens, claims, and encumbrances, (ii) such Shareholder’s
power and authority to effect such Transfer 
(iii) such matters pertaining to such Shareholder’s compliance with
securities laws as may be reasonably requested, (iv) the accuracy of 


 


27

















 


any other
information provided by such Shareholder for inclusion in any registration
statement, which information, with respect to GE, shall be substantially
similar to information provided by GE to the underwriters in connection with
the Qualified Initial Public Offering as the same may be supplemented or
modified in light of changes in applicable law or regulation, the regulations
of any securities exchange on which the Common Shares are listed, the
requirements of market practice or the particular terms or circumstances of the
relevant offering and (v) such Shareholder’s compliance with any prohibition on
the use of free writing prospectuses set forth in such underwriting agreement;
and provided, further, that the obligation of such Shareholder to
indemnify pursuant to any such underwriting arrangement shall be several, not
joint and several, and in proportion to the value of securities it is including
in such registration; and provided, further, that such liability
will be limited to the net amount received by such Shareholder from the sale of
its Registrable Securities pursuant to such registration. If the total number
of securities, including Registrable Securities, requested by all Persons to be
included in any offering exceeds the amount of securities to be sold that the
underwriters determine in their reasonable discretion is compatible with the
success of the offering, then the Company shall be required to include in the
offering only that number of such securities, including Registrable Securities,
which the underwriters and the Company determine in their sole discretion will
not jeopardize the success of the offering. In the event that the underwriters
determine that less than all of the securities requested to be registered can
be included in such offering, then the securities that are included in such
offering shall be apportioned pro rata among all selling Shareholders based on
the number of Registrable Securities owned by each such Shareholder.


 


SECTION 4.04.      Obligations of the
Company. Whenever required under this Article IV to effect the
registration of any Registrable Securities, and subject to Section 4.01(e), the
Company shall, as expeditiously as reasonably possible:


 


(a)           prepare
and file with the SEC a registration statement with respect to such Registrable
Securities on any form for which the Company then qualifies or which counsel
for the Company shall deem appropriate and which form shall be available for
the sale of such Registrable Securities in accordance with the intended method
of distribution thereof, and use its reasonable best efforts to cause such
registration statement to become effective, and keep such registration
statement effective for a period of up to sixty (60) days or, if earlier, until
the distribution contemplated in the registration statement has been completed;
provided, however, that (i) such sixty (60) day period shall
be extended for a period of time equal to the period the holder refrains from
selling any securities included in such registration at the request of an
underwriter of Common Shares; and (ii) in the case of any registration of
Registrable Securities on Form S-3 that are intended to be offered on a
continuous or delayed basis, subject to compliance with applicable SEC rules,
such sixty (60) day period shall be extended for up to ninety (90) days, if
necessary, to keep the registration statement effective until all such Registrable
Securities are sold;


 


28

















 


(b)           prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration
statement as may be necessary to comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such
registration statement;


 


(c)           before
filing a registration statement or prospectus or any amendments or supplements
thereto, provide counsel to each of (i) GE, if GE proposes to register
Registrable Securities in such registration, and (ii) the remaining
Shareholders holding Registrable Securities being registered in such
registration (as selected by holders of a majority of the Registrable
Securities being registered by Shareholders other than GE) (each a “Holders’
Counsel”) with an adequate and appropriate opportunity to review and
comment on such Registration Statement and each prospectus included therein
(and each amendment or supplement thereto) to be filed with the SEC, subject to
such documents being under the Company’s control, and (y) the Company
shall notify each Holders’ Counsel and each seller of Registrable Securities of
any stop order issued or threatened by the SEC and take all action required to
prevent the entry of such stop order or to remove it if entered;


 


(d)           furnish
to the Shareholders such numbers of copies of a prospectus, including a
preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by them;


 


(e)           use
its commercially reasonable efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably requested by the
Shareholders; provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any such states
or jurisdictions, unless the Company is already subject to service in such
jurisdiction and except as may be required by the Securities Act;


 


(f)            in
the event of any underwritten public offering, (i) enter into and perform
its obligations under an underwriting agreement, in usual and customary form
and (ii) permit each Shareholder eligible to participate in any offering
to include its Registrable Securities in such offering on the same terms and
conditions as the securities of the Company and each other Person included
therein subject to (A) the acceptance by such Shareholder of the terms of
such offer as agreed between the Company, such other Shareholders and the
Managing Underwriter and (B) Section 4.03;


 


(g)           so
long as the registration statement covers the registration of Registrable
Securities with an anticipated aggregate offering price in excess of $100
million, do all things customary or reasonably requested by the managing
underwriter to assist and facilitate the sale of Common Shares offered in 


 


29














 


such registration,
including causing its officers and employees to participate in any “road show”
and meetings with prospective purchasers;


 


(h)           cause
all such Registrable Securities registered pursuant to this Agreement to be
listed on a national securities exchange or trading system and each securities
exchange and trading system on which similar securities issued by the Company
are then listed;


 


(i)            provide
a transfer agent and registrar for all Registrable Securities registered
pursuant hereunder and a CUSIP number for all such Registrable Securities, in
each case not later than the effective date of such registration; and


 


(j)            use
its reasonable best efforts in the event of any underwritten public offering to
furnish on the date on which such Registrable Securities are sold to the
underwriter, (i) an opinion, dated such date, of the counsel representing
the Company for the purposes of such registration, in form and substance as is
customarily given to underwriters in an underwritten public offering, addressed
to the underwriters, if any and (ii) a “comfort” letter dated such date,
from the independent certified public accountants of the Company, in form and
substance as is customarily given by independent certified public accountants
to underwriters in an underwritten public offering, addressed to the
underwriters, if any.


 


SECTION 4.05.      Expenses. Subject to Section
4.01(d), all expenses incident to the Company’s performance of or
compliance with this Article IV including all registration and
filing fees; all fees and expenses associated with filings required to be made
with the National Association of Securities Dealers, Inc. (“NASD”)
(including, if applicable, the fees and expenses of any “qualified independent
underwriter” as such term is defined in Schedule E of the By-Laws of the
NASD, and of its counsel), as may be required by the rules and regulations of
the SEC, any stock exchange or the NASD; fees and expenses of compliance with
securities or “blue sky” laws (including reasonable fees and disbursements of
counsel to the Company in connection with “blue sky” qualifications of the
Registrable Securities); rating agency fees; printing expenses (including
expenses of printing certificates for the Registrable Securities in a form
eligible for deposit with Depository Trust Company and of printing
prospectuses); messenger and delivery expenses; the Company’s internal expenses
(including without limitation all salaries and expenses of its officers and
employees performing legal or accounting duties); the fees and expenses
incurred in connection with any listing of the Registrable Securities; fees and
expenses of counsel for the Company and its independent certified public
accountants (including the expenses of any special audit or “cold comfort”
letters required by or incident to such performance); securities acts liability
insurance (if the Company elects to obtain such insurance); the fees and
expenses of any special experts retained by the Company in connection with such
registration; the fees and expenses of other persons retained by the Company;
and the reasonable fees and expenses of one (1) counsel to GICo and one (1)
counsel to GE (all such 


 


30

















 


expenses being herein called “Registration
Expenses”) will be borne by the Company, whether or not any registration
statement becomes effective; provided, however, that in no event
shall Registration Expenses include any underwriting discounts, commissions, or
fees attributable to the sale of the Registrable Securities, which expenses
shall be borne by the selling shareholders pro-rata on the basis of the number
of shares so registered.


 


SECTION 4.06.      Indemnification. In
the event any Registrable Securities are included in a registration statement
under this Article IV:


 


(a)           To
the extent permitted by law, the Company will indemnify and hold harmless each
Shareholder, its partners, members, officers, directors, shareholders, legal
counsel, accountants, any underwriter (as defined in the Securities Act) and
each person, if any, who controls any Shareholder or any underwriter within the
meaning of the Securities Act or the Exchange Act, against any Violation and
the Company will pay each Shareholder and each underwriter, controlling person
or other aforementioned person, any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such loss, claim,
damage, liability or action as such expenses are incurred; provided,  however,
that the indemnity agreement contained in this Section 4.07(a)
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, claim, damage, liability
or action to the extent that it arises out of or is based upon a Violation
which occurs in reliance upon and in conformity with written information
furnished expressly for use in connection with such registration by any
Shareholder, or any such underwriter, controlling person or other
aforementioned person.


 


(b)           To
the extent permitted by law, each Shareholder agrees, severally and not
jointly, to indemnify and hold harmless the Company, each of its directors,
each of its officers who has signed the registration statement, each person, if
any, who controls the Company within the meaning of the Securities Act, legal
counsel and accountants for the Company, any underwriter, any other shareholder
selling securities in such registration statement and any controlling person of
any such underwriter or other shareholder, against any losses, claims, damages,
or liabilities (joint or several) to which any of the foregoing persons may
become subject, against any Violation, in each case to the extent (and only to
the extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by such Shareholder, expressly for use in
connection with such registration; and such Shareholder will pay any legal or
other expenses reasonably incurred by any person intended to be indemnified
pursuant to this Section 4.07(b), in connection with investigating or
defending any such loss, claim, damage, liability, or action; provided, however,
that the indemnity agreement contained in this Section 4.07(b) shall not
apply to amounts paid in settlement of any such loss, claim, damage, liability
or action if such settlement is effected without the 


 


31

















 


consent of such
indemnifying Shareholder, which consent shall not be unreasonably withheld; provided,
further, that, in no event shall any indemnity under this Section 4.07(b)
exceed the net proceeds received by such indemnifying Shareholder from the
offering to which such Violation relates.


 


(c)           Promptly
after receipt by an indemnified party under this Section 4.06 of
notice of the commencement of any action (including any governmental action),
such indemnified party shall, if a claim in respect thereof is to be made
against any indemnifying party under this Section 4.07, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an
indemnified party (together with all other indemnified parties which may be
represented without conflict by one counsel) shall have the right to retain one
separate counsel, with the fees and expenses to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained by
the indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party
represented by such counsel in such proceeding.


 


(d)           In
order to provide for just and equitable contribution to joint liability under
the Securities Act in any case in which either (i) a Shareholder or any
controlling person of a Shareholder, makes a claim for indemnification pursuant
to this Section 4.07 but it is judicially determined (by the entry
of a final judgment or decree by a court of competent jurisdiction and the
expiration of time to appeal or the denial of the last right of appeal) that
such indemnification may not be enforced in such case notwithstanding the fact
that this Section 4.07 provides for indemnification in such case or
(ii) contribution under the Securities Act may be required on the part of
a Shareholder or any such controlling person in circumstances for which
indemnification is provided under this Section 4.07, then, and in each
such case, the Company and such Shareholder will contribute to the aggregate
Violation to which they may be subject (after contribution from others) in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
with the statements, omissions or violations that resulted in such Violation,
as well as any other relevant equitable considerations. The relative fault of
the indemnifying party and of the indemnified party shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the indemnifying party or by
the indemnified party and the parties’ relative intent, knowledge, access to
information, and opportunity to correct or prevent such statement or omission; provided,
however, that, in any such case, no person or entity guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) will be entitled to contribution from any person or entity who
was not guilty of such fraudulent misrepresentation; provided, further,
that in no event shall a 


 


32

















 


Shareholder’s
liability pursuant to this Section 4.07(d), when combined with the
amounts paid or payable by such Shareholder pursuant to Section 4.07(b),
exceed the proceeds from the offering (net of any underwriting discounts or
commissions) received by such Shareholder.


 


(e)           Notwithstanding
the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection
with the underwritten public offering are in conflict with the foregoing
provisions, the provisions of such underwriting agreement shall control.


 


(f)            The
obligations of the Company and Shareholders under this Section 4.07
shall survive the completion of any offering of Registrable Securities in a
registration statement under this Article IV, and otherwise and
shall survive the termination of this Agreement.


 


SECTION 4.07.      Holdback Agreement. Unless
the managing underwriter for any registration or offering otherwise agrees,
each of the Company and each Shareholder agrees (and the Company agrees, in
connection with any underwritten registration, to use its commercially
reasonable efforts to cause its Affiliates to agree) not to effect any public
sale or private offer or distribution of any Common Shares during the ten (10)
Business Days prior to the effectiveness under the Securities Act of any
underwritten registration and during such time period after the effectiveness
under the Securities Act of any underwritten registration (not to exceed ninety
(90) days in the case of any other public offering) (except, if applicable, as
part of such underwritten registration) as the Company and the managing
underwriter may agree. Notwithstanding the foregoing, this Section 4.08
shall not apply unless all then executive officers and Directors of the Company
and each holder of securities representing 10% or more of the outstanding
securities of the Company, enter into similar agreements. Any discretionary
waiver or termination of the requirements under the foregoing provisions made
by the managing underwriter shall apply to each seller of Registrable
Securities on a pro-rata basis in accordance with the number of Registrable
Securities held by each seller.


 


SECTION 4.08.      Reports Under Exchange
Act. With a view to making available the benefits of SEC Rule 144
promulgated under the Securities Act and any other rule or regulation of the
SEC that may at any time permit Shareholders to sell securities of the Company
to the public without registration or pursuant to a registration on Form S-3,
the Company agrees to:


 


(a)           furnish
to each Shareholder, so long as such Shareholder owns any Registrable
Securities, forthwith upon request 
(i) a written statement by the Company as to whether it has
complied with the reporting requirements of SEC Rule 144, the Securities Act
and the Exchange Act (at any time after it has become subject to such reporting
requirements), or as to whether it qualifies as a registrant whose securities
may be resold pursuant to Form S-3 (at any 


 


33

















 


time after it so
qualifies), (ii) a copy of the most recent annual, quarterly and current
reports of the Company under the Exchange Act and such other reports and
documents so filed by the Company, and (iii) such other information as may
be reasonably requested in availing such Shareholder of any rule or regulation
of the SEC which permits the selling of any such securities without
registration or pursuant to such form.


 


SECTION 4.09.      Limitations on Other
Registration Rights. Except for registration rights set forth herein, the
Company represents and warrants that it has not granted to any Person the right
to request or require the Company to register any securities issued by the
Company. The Company shall not enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Shareholders in
this Agreement or which materially impairs such rights or grant any additional
registration rights to any Person or with respect to any securities which are
prior in right. Notwithstanding the foregoing, the Company may grant
registration rights which are (i) junior to or (ii) pari passu to and pro rata with the rights of
the Shareholders, including, for the avoidance of doubt, the pro rata reduction
of GE’s (and each other selling Shareholder’s) rights pursuant to Section 4.04(b)
- (f).


 


SECTION 4.10.      Seller Information. The
Company may require each seller of Registrable Securities as to which any
registration is being effected to furnish, and such seller shall furnish, to
the Company such information regarding the distribution of such securities as
the Company may from time to time reasonably request in writing.


 


SECTION 4.11.      Notice to Discontinue.


 


(a)           The
Company shall use its best efforts to notify each seller of Registrable
Securities at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, upon discovery that, or upon the happening
of any event as a result of which, the prospectus included in such registration
statement contains an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading and the Company shall promptly prepare a supplement or amendment to
such prospectus and furnish to each seller of Registrable Securities a
reasonable number of copies of such supplement to or an amendment of such
prospectus as may be necessary so that, after delivery to the purchasers of
such Registrable Securities, such prospectus shall not contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.


 


(b)           Each
Shareholder agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 4.12(a),
such Shareholder shall forthwith discontinue disposition of 


 


34

















 


Registrable
Securities pursuant to the Registration Statement covering such Registrable
Securities until such Shareholder’s receipt of the copies of the supplemented
or amended prospectus contemplated by Section 4.12(a) and, if so
directed by the Company, such Shareholder shall deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies then in such
Shareholder’s possession, of the prospectus covering such Registrable Securities
which is current at the time of receipt of such notice. If the Company shall
give any such notice, the Company shall extend the period during which such
Registration Statement shall be maintained effective pursuant to this Agreement
(including, without limitation, the period(s) referred to in Section 4.05(a))
by the number of days during the period from and including the date of the
giving of such notice pursuant to Section 4.12(a) to and including
the date when sellers of such Registrable Securities under such registration
statement shall have received the copies of the supplemented or amended
prospectus contemplated by and meeting the requirements of Section 4.12(a).


 


ARTICLE V



CERTAIN COVENANTS AND AGREEMENTS


 


SECTION 5.01.      Confidentiality.


 


(a)           Each
Shareholder, GAP and OH agrees that it shall (and shall cause its Affiliates
and its and their officers, directors, employees, legal counsel, agents and
representatives (together with the Affiliates, the “Confidentiality
Affiliates”) to) (i) hold confidential and not disclose (other than by
a Shareholder to its Confidentiality Affiliates having a reasonable need to
know in connection with the permitted purposes hereunder), without the prior
written consent of the Company, all confidential or proprietary written,
recorded or oral information or data (including research, developmental,
technical, marketing, sales, financial, operating, performance, cost, business
and process information or data, know how and computer programming and other
software techniques) provided or developed by the Company (or any of its
Subsidiaries), whether such confidentiality or proprietary status is indicated
orally or in writing, including in connection with the recipient’s activities
as a Director pursuant to Article II hereof, or the receiving
Shareholder or its Confidentiality Affiliates should reasonably have understood
that the information should be treated as confidential, whether or not the
specific words “confidential” or “proprietary” are used (“Confidential
Information”), and (ii) use such Confidential Information only for the
purposes of performing its obligations hereunder to which it is a party and
carrying on the business of the Company and its Subsidiaries; provided, however,
that Shareholders may, where reasonably necessary, disclose any such
Confidential Information on a confidential basis to their legal counsel, agents
and representatives; provided, further, that the disclosing
Shareholder shall remain liable for any breach of the confidentiality
obligations contained herein by its counsel, agents and representatives.


 


35

















 


(b)           The
obligations contained in Section 5.01(a) shall not apply, or shall cease
to apply, to Confidential Information if or when, and to the extent that, such
Confidential Information (i) was, or becomes through no breach of the
receiving Person’s obligations hereunder, known to the public, (ii) was or
becomes known to the receiving Shareholder or its Confidentiality Affiliates
from other sources under circumstances not involving any breach of any
confidentiality obligation between such source, on the one hand, and the
disclosing Shareholder’s or discloser’s Confidentiality Affiliates or a third
party, on the other hand, (iii) is independently developed by the
receiving Shareholder or its Confidentiality Affiliates or (iv) is
required to be disclosed by law, governmental regulation or applicable legal
process (provided that such Person shall have used commercially reasonable
efforts to resist such disclosure and notified the Company in advance of such
compelled disclosure).


 


SECTION 5.02.      Conflicting Agreements.
Each Shareholder represents and agrees that it shall not (i) grant any
proxy or enter into or agree to be bound by any voting trust or agreement with
respect to the Common Shares, except as expressly contemplated by this
Agreement, (ii) enter into any agreement or arrangement of any kind with
any Person with respect to its Common Shares, or exercise any rights it may
have under Applicable Law in a manner that is, inconsistent with the provisions
of this Agreement or for the purpose or with the effect of transferring or
expanding its own rights, or circumventing the requirements imposed upon it,
under this Agreement in a manner not permitted by this Agreement or denying or
reducing the rights of any other Shareholder under this Agreement, including
agreements or arrangements with respect to the Transfer or voting of its Common
Shares or (iii) act, for any reason, as a member of a group or in concert
with any other Person in connection with the Transfer or voting of its Common
Shares in any manner that is inconsistent with this Agreement.


 


SECTION 5.03.      Corporate Opportunity.
The provisions of this Section 5.03 regulate and define the conduct of certain
affairs of the Company as they may involve officers and Directors of the
Company who are officers or directors of a Specified Shareholder, or an
Affiliate of a Specified Shareholder, and the powers, rights, duties and
liabilities of the Company and its officers, Directors and Shareholders in
connection therewith; provided, however, that nothing in this
Section 5.03 (i) is intended to negate, limit or otherwise modify any
other rights or obligations of any party hereto, including the obligations of GE
and its Affiliates and Subsidiaries under Section 5.4 of the Securities
Purchase Agreement, (ii) will limit the Company’s ability to enter into
contractual arrangements with a Specified Shareholder, or an Affiliate of a Specified
Shareholder, which arrangements restrict such Specified Shareholder or its
Affiliate from engaging in activities otherwise allowed by this
Section 5.03, and the following provisions shall be subject to any such
contractual obligation of the Company or (iii) apply to, or limit the obligations
of, any employee or officer of the Company or its Subsidiaries.


 


36

















 


(a)           In
the event that a Director or officer of the Company who is also a director or
officer of a Specified Shareholder, or an Affiliate of a Specified Shareholder,
acquires knowledge of a potential transaction or matter which may be a
Corporate Opportunity for both the Company and such Specified Shareholder or
its Affiliate, to the fullest extent permitted by Applicable Law, such Director
or officer of the Company (i) shall be deemed to have fully satisfied and
fulfilled the fiduciary duty of such Director or officer to the Company and its
Shareholders with respect to such Corporate Opportunity, (ii) shall not be
liable to the Company or its other Shareholders for breach of any fiduciary
duty by reason of the fact that such Specified Shareholder or any of its
Affiliates pursues or acquires such Corporate Opportunity for itself or directs
such Corporate Opportunity to another person (including, without limitation,
such Specified Shareholder or any of its Affiliates) or does not communicate
information regarding such Corporate Opportunity to the Company,
(iii) shall be deemed to have acted in good faith and in a manner such
person reasonably believes to be in or not opposed to the best interests of the
Company and (iv) shall be deemed not to have breached his or her duty of
loyalty to the Company or its shareholders and not to have derived an improper
benefit therefrom, if such Director or officer acts in a manner consistent with
the following policy:


 


(i)            A
Corporate Opportunity available to any person who is an officer of the Company
(whether or not a Director), and who is also a director but not an officer of a
Specified Shareholder, or an Affiliate of a Specified Shareholder, shall belong
to the Company, unless such opportunity is expressly offered to such person in
writing solely in his or her capacity as a director of such Specified Shareholder
or its Affiliate, in which case such Corporate Opportunity shall belong to such
Specified Shareholder or its Affiliate;


 


(ii)           A
Corporate Opportunity available to any person who is a Director but not an
officer of the Company, and who is also an officer or employee (whether or not
a director) of a Specified Shareholder, or an Affiliate of a Specified Shareholder,
shall belong to the Company if such opportunity is expressly offered to such
person in writing solely in his or her capacity as a Director of the Company,
and otherwise shall belong to such Specified Shareholder or its Affiliate; and


 


(iii)          A Corporate Opportunity available to any
person who is an officer (or employee) or director of both the Company and a Specified
Shareholder, or an Affiliate of a Specified Shareholder, shall belong to the
Company, if such opportunity is expressly offered to such person in writing
solely in his or her capacity as an officer or director (or employee) of the
Company, and otherwise shall belong to such Specified Shareholder or its
Affiliate.


 


(b)           A
Corporate Opportunity that belongs to a Specified Shareholder or any of its
Affiliates, on the one hand, or to the Company, on the other hand, pursuant to
the foregoing policy shall not be pursued by the other, unless and until the
party to whom the opportunity belongs determines not to pursue the 


 


37

















 


opportunity and so
informs the other party. Notwithstanding the preceding sentence, (i) if
the party to whom the Corporate Opportunity belongs does not, within a reasonable
period of time of receipt of notice of the Corporate Opportunity, begin to
pursue, and thereafter continue to pursue, such opportunity diligently and in
good faith, the other party may then pursue such Corporate Opportunity or
direct it to another person, and (ii) if a Corporate Opportunity that
belongs to a Specified Shareholder was developed or otherwise made available
independently to the Company, the Company may pursue such Corporate
Opportunity, and such pursuit shall not violate this Agreement.


 


(c)           For
purposes of this Section 5.03 only, a Director of the Company who
is Chairman or Vice Chairman of the Board of the Company shall not be deemed to
be an officer of the Company by reason of holding such position (without regard
to whether such position is deemed an officer of the Company under the Charter
of the Company), unless such person is a full-time employee of the Company.


 


SECTION 5.04.      Financial and Other
Information.


 


(a)           Financial
Information. The Company agrees that, so long as GE is accounting for its
investment in Common Shares under the equity method (in accordance with GAAP)
for any fiscal quarter, the Company shall deliver to GE such financial
information as is reasonably required by GE to continue to use the equity
method to account for such investment, provided, however, that
any such information shall (i) be in the format reasonably agreed by the
Company from time to time, (ii) not contain any information that the Company
deems to be material, non-public information and (iii) only relate to fiscal
periods for which the Company has already publicly filed a report on Form 10-Q
or 10-K under the Exchange Act.


 


(b)           Additional
Information. The Company agrees that, so long as GE is accounting for its
investment in Common Shares under the equity method (in accordance with GAAP)
in any fiscal year, then in respect of such fiscal year:


 


(i)            Fiscal
Year. The Company shall, and shall cause each of its consolidated
subsidiaries to, maintain a fiscal year which commences on January 1 and
ends on December 31 of each calendar year, except as may be otherwise
required by applicable law.


 


(c)           Tax
Matters. The Company agrees to provide, or cause to be provided, to GE, WB
and GICo, as soon as reasonably practicable after written request therefor, any
information in the possession or under the control of the Company which GE, WB
or GICo, as the case may be, reasonably needs (i) to comply with
reporting, disclosure, filing or other requirements imposed on GE, WB or GICo,
as the case may be, under applicable tax laws or (ii) for use in any tax
or other proceeding or in order to satisfy audit, accounting, claims,
regulatory, litigation, tax or other similar requirements, in each case with
respect to any taxable 


 


38

















 


period (or portion
thereof) ending on or prior to the date of the Qualified Initial Public
Offering. The Company agrees to notify GE in the event that the Company becomes
a passive foreign investment company for U.S. Federal income tax purposes.


 


ARTICLE VI



MISCELLANEOUS


 


SECTION 6.01.      Binding Effect;
Assignability; Benefit.


 


(a)           The
Company shall cause any Permitted Transferee acquiring Common Shares (unless
already bound hereby) to execute and deliver a Joinder Agreement in the form of
Exhibit D hereto and such Person shall thenceforth be a “Shareholder.”


 


(b)           Subject
to Section 6.01(c), this Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs, successors,
legal representatives and permitted assigns. Any Shareholder that ceases to own
beneficially any Common Shares shall cease to be bound by the terms hereof
(other than Section 5.01 and this Article VI).


 


(c)           Neither
this Agreement nor any right, remedy, obligation or liability arising hereunder
or by reason hereof shall be assignable by any party hereto pursuant to any
Transfer of Common Shares or otherwise, except as expressly set forth in the
following sentence. Notwithstanding anything to the contrary, none of the
rights of any Shareholder may be Transferred, other than (A) in a Transfer
to a Permitted Transferee (in which case all such rights may be transferred)
and (B) the rights of a Shareholder pursuant to Article III
and Article IV (other than the rights of GE and its Permitted
Transferees to have priority in certain registrations pursuant to Section 4.03),
which rights, in the case of clause (A) or (B), may be Transferred only
pursuant to a Compliant Transfer and which rights, in the case of Article IV,
may only be Transferred to a Transferee who is not a Permitted Transferee if
shares representing at least 1% of the outstanding Common Shares or, if fewer,
shares having a Market Value of not less than $25 million, are transferred to
such Transferee by a Shareholder who was a party to this Agreement as of the
date hereof, except that with respect to the right to make a Demand Request
pursuant to Section 4.01, such number of transferred shares shall be not less
than 5% of the outstanding Common Shares. In each case, such percentage or
value of shares shall be measured as of the date of Transfer.


 


SECTION 6.02.      NOTICES. All notices,
requests and other communications to any party shall be in writing and shall be
delivered in person (including by courier or express mail service), mailed by
certified or registered mail, return receipt requested, or sent by facsimile
transmission:


 


39

















 


If to any Company to:


 


GENPACT LIMITED

Canon’s Court

22 Victoria Street

Hamilton, Bermuda

Attention:   Board of Managers

Facsimile:   (441) 292 8666


 


with a copy to (which shall not constitute notice):


 


GENPACT US HOLDINGS, INC.

1251 Avenue of the Americas, Suite 4100

New York, NY  

Attention:  Victor Guaglianone, Esq.

Facsimile:  (646) 823-0467


 


If to GE, GECM or GECIM to:


 


GE CAPITAL (MAURITIUS) HOLDINGS LIMITED

Les Cascades, Edith Cavell Street

Port Louis, Mauritius

Attention:  Board of Directors

Facsimile:  011 230 212 9833


 


with a copy to (which shall not constitute notice)


 


GE ENTERPRISES COMPANY

3135 Easton Turnpike, W3A24

Fairfield, CT 06431

Attention:  Senior Counsel for
Transactions

Facsimile:  (203) 373-3008


 


with a copy to (which shall not constitute notice):


 


GE CAPITAL EQUITY GROUP, INC.

201 Merritt 7, 1st Floor


P.O. Box 5201

Norwalk, CT 06851

Attention:  Account Manager – Genpact/GE
Capital Equity

General Counsel

Facsimile:  (203) 229-5097


 


40

















 


with a copy to (which shall not constitute notice):


 


Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attention:  Boris Dolganos, Esq.

Facsimile:  (212) 310-8007


 


If to GAP, to:


 


General Atlantic Service Corporation

3 Pickwick Plaza

Greenwich, CT  06830

Attention:  Matthew Nimetz

Facsimile:  (203) 618-9207


 


with a copy to (which shall not constitute notice):


 


	
  Paul, Weiss, Rifkind, Wharton & Garrison LLP

  
	
  1285 Avenue of the Americas

  
	
  New York, NY 10019

  
	
  Attention:

  	
  Douglas A. Cifu, Esq.

  	
   

  
	
   

  	
  Kenneth M. Schneider, Esq.

  	
   

  
	
  Facsimile:

  	
  (212) 757-3990

  	
   

  



 


If to OH, to:


 


Oak Hill Capital Management, Inc.

Park Avenue Tower

65 East 53rd Street, 36th Floor

New York, NY 10022

Attention:  John R. Monsky, Esq.

Facsimile:  (212) 758-3572


 


with a copy to (which shall not constitute notice):


 


	
  Paul, Weiss, Rifkind, Wharton & Garrison LLP

  	
   

  
	
  1285 Avenue of the Americas

  	
   

  
	
  New York, NY 10019

  
	
  Attention: 

  	
  Douglas A. Cifu, Esq.

  
	
   

  	
  Kenneth M. Schneider, Esq.

  
	
  Facsimile:

  	
  (212) 757-3990

  
			



 


41

















 


If to GICo, to each of GAP and OH with a copy to
(which shall not constitute notice):


 


	
  Paul, Weiss, Rifkind, Wharton & Garrison LLP

  	
   

  
	
  1285 Avenue of the Americas

  	
   

  
	
  New York, NY 10019

  
	
  Attention: 

  	
  Douglas A. Cifu, Esq.

  
	
   

  	
  Kenneth M. Schneider, Esq.

  
	
  Facsimile:

  	
  (212) 757-3990

  
			



 


If to WB, to:


 


WACHOVIA CORPORATION


301 South College St.
NC0630


Charlotte, NC 28288-0630


Attention:  Sterling A. Spainhour, Esq.

Facsimile:  (704) 715-4498


 


with a copy to (which shall not constitute notice):


 


Morgan, Lewis &
Bockius LLP


1717 Main Street


Dallas, Texas  75201


Attention:  John A. Funk, Esq.


Facsimile:  (214) 466-4141


 


or, in
each case, at such other address or fax number as such party may hereafter
specify for the purpose of notices hereunder by written notice to the other
parties hereto. All notices, requests and other communications shall be deemed
received on the date of receipt by the recipient thereof if received prior to
5:00 p.m. in the place of receipt and such day is a Business Day in the place
of receipt. Otherwise, any such notice, request or communication shall be
deemed not to have been received until the next succeeding Business Day in the
place of receipt. Any notice, request or other written communication sent by
facsimile transmission shall be confirmed by certified or registered mail,
return receipt requested, posted within one (1) Business Day, or by personal
delivery, whether courier or otherwise, made within two (2) Business Days
after the date of such facsimile transmissions. Any Person that hereafter
becomes a Shareholder shall provide its address and fax number to each Company,
which shall promptly provide such information to each other Shareholder.


 


SECTION 6.03.      Waiver; Amendment;
Termination.


 


(a)           No
provision of this Agreement may be waived except by an instrument in writing
executed by the party against whom the waiver is to be effective. No provision
of this Agreement may be amended or otherwise modified except by an instrument
in writing executed by (i) the Company, (ii) GICo, (iii) GE and
(iv) if it is adversely affected by such amendment or other modification, WB. 


 


42

















 


Notwithstanding
anything to the contrary herein, the Company, acting alone, may execute and
deliver a Joinder Agreement and add parties hereto in connection with any
issuance of Common Shares or any Transfer permitted by and made in accordance
with the terms of this Agreement.


 


(b)           This
Agreement shall terminate with respect to any Shareholder, when such
Shareholder ceases to own any Common Shares; provided, however,
that Section 5.01 and Article VI shall survive such
termination.


 


SECTION 6.04.      Governing Law; Venue.
This Agreement shall be governed by, and construed in accordance with, the laws
of the State of New York applicable to contracts made and performed
entirely within such state, without regard to the conflicts of laws rules of
such state; provided that, to the extent Applicable Law is expressly made
applicable, this Agreement shall be construed in accordance with Applicable Law.
Any legal action or proceeding with respect this Agreement shall be brought in
the courts of the United States for the Southern District of New York or
in New York State Court, and, by execution and delivery of this Agreement,
each party hereby irrevocably accepts for itself and in respect of its
property, generally and unconditionally, the exclusive jurisdiction of such
courts. Each party irrevocably waives any objection which it may now or
hereafter have to the laying of venue of the aforesaid actions or proceedings
arising out of or in connection with this Agreement in the courts referred to
in this paragraph and hereby further irrevocably waives and agrees not to plead
or claim in any such court that any such action or proceeding brought in any
such court has been brought in an inconvenient forum. The parties agree that
any notice delivered in accordance with Section 6.02 hereof shall
be sufficient to satisfy the service of process requirements of any
jurisdiction in which a party may be served.


 


SECTION 6.05.      WAIVER OF JURY TRIAL.
EACH OF THE SHAREHOLDERS HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY
IN ANY LEGAL ACTION OR PROCEEDING (INCLUDING COUNTERCLAIMS) RELATING TO OR
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS
OR RELATIONSHIPS HEREBY CONTEMPLATED OR OTHERWISE IN CONNECTION WITH THE
ENFORCEMENT OF ANY RIGHTS OR OBLIGATIONS HEREUNDER.


 


SECTION 6.06.      Specific Enforcement;
Cumulative Remedies. The parties hereto acknowledge that money damages may
not be an adequate remedy for violations of this Agreement and that any party,
in addition to any other rights and remedies which the parties may have
hereunder or at law or in equity, may, in his, her or its sole discretion,
apply to a court of competent jurisdiction for specific performance or
injunction or such other relief as such court may deem just and proper in order
to enforce this 


 


43

















 


Agreement or prevent any violation hereof
and, to the extent permitted by applicable law, each party waives any objection
to the imposition of such relief. All rights, powers and remedies provided
under this Agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise or beginning
of the exercise of any thereof by any party shall not preclude the simultaneous
or later exercise of any other such rights, powers or remedies by such party.


 


SECTION 6.07.      Entire Agreement.


 


(a)           This
Agreement and any exhibits and other documents referred to herein or executed
in connection herewith constitute the entire agreement and understanding among
the parties hereto in respect of the subject matter hereof and thereof and
supersede all prior and contemporaneous agreements and understandings, both
oral and written, among the parties hereto, or between any of them, with
respect to the subject matter hereof and thereof.


 


(b)           To
the extent the terms of any other shareholders agreement, partnership
agreement, limited liability company agreement, registration rights agreement
or any other similar governance instrument or agreement of any Subsidiary of the
Company are contradictory to, or inconsistent with, the terms of this
Agreement, the terms of this Agreement shall supersede such conflicting or
inconsistent terms and the parties shall comply with and cause their Affiliates
and each of the Company’s Subsidiaries to enforce the terms of this Agreement
notwithstanding any such contradictory or inconsistent terms. All terms of such
instruments and agreements not contradictory to, or inconsistent with, the
terms of this Agreement shall remain in full force and effect.


 


SECTION 6.08.      Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
Upon such a determination, the parties shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible in a reasonably acceptable manner so that the transactions
contemplated hereby shall be consummated as originally contemplated to the
fullest extent possible.


 


SECTION 6.09.      Counterparts; Effectiveness.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.


 


[REMAINDER OF THIS
PAGE INTENTIONALLY LEFT BLANK]


 


44

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed by their respective authorized officers as
of the day and year first above written.


 


	
   

  	
  GENPACT GLOBAL HOLDINGS 

  (BERMUDA) LIMITED

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENPACT GLOBAL (BERMUDA) 

  LIMITED

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENPACT LIMITED

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GE CAPITAL (MAURITIUS) 

  HOLDINGS LIMITED

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  GE CAPITAL INTERNATIONAL (MAURITIUS)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  OAK HILL CAPITAL PARTNERS

  	
   

  
	
   

  	
  (BERMUDA), L.P.,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: OHCP GenPar (Bermuda), L.P.,

  	
   

  
	
   

  	
  its General Partner

  	
   

  
	
   

  	
  By: OHCP MGP Partners (Bermuda), L.P.,

  	
   

  
	
   

  	
  its General Partner

  	
   

  
	
   

  	
  By: OHCP MGP (Bermuda), Ltd.,

  	
   

  
	
   

  	
  its General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  OAK HILL CAPITAL MANAGEMENT PARTNERS (BERMUDA), L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: OHCP GenPar (Bermuda), L.P.,

  	
   

  
	
   

  	
  its General Partner

  	
   

  
	
   

  	
  By: OHCP MGP Partners (Bermuda), L.P.,

  	
   

  
	
   

  	
  its General Partner

  	
   

  
	
   

  	
  By: OHCP MGP (Bermuda), Ltd.,

  	
   

  
	
   

  	
  its General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  OAK HILL CAPITAL PARTNERS II 

  (CAYMAN), L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: OHCP GenPar II (Cayman), L.P.,

  	
   

  
	
   

  	
  its General Partner

  	
   

  
	
   

  	
  By: OHCP MGP Partners II (Cayman), L.P.,

  	
   

  
	
   

  	
  its General Partner

  	
   

  
	
   

  	
  By: OHCP MGP II (Cayman),
  Ltd.,

  	
   

  
	
   

  	
  its General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  OAK HILL CAPITAL PARTNERS II 

  (CAYMAN II), L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: OHCP GenPar II (Cayman), L.P.,

  	
   

  
	
   

  	
  its General Partner

  	
   

  
	
   

  	
  By: OHCP MGP Partners II (Cayman), L.P.,

  	
   

  
	
   

  	
  its General Partner

  	
   

  
	
   

  	
  By: OHCP MGP II (Cayman), Ltd.,

  	
   

  
	
   

  	
  its General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  OAK HILL CAPITAL MANAGEMENT

  	
   

  
	
   

  	
  PARTNERS II (CAYMAN), L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: OHCP GenPar II (Cayman), L.P.,

  	
   

  
	
   

  	
  its General Partner

  	
   

  
	
   

  	
  By: OHCP MGP Partners II (Cayman), L.P.,

  	
   

  
	
   

  	
  its General Partner

  	
   

  
	
   

  	
  By: OHCP MGP II (Cayman), Ltd.,

  	
   

  
	
   

  	
  its General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  GENERAL ATLANTIC PARTNERS

  	
   

  
	
   

  	
  (BERMUDA), L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: GAP (BERMUDA) LIMITED,

  	
   

  
	
   

  	
  its General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GAP-W INTERNATIONAL, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: GAP (BERMUDA) LIMITED,

  	
   

  
	
   

  	
  its General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GAPSTAR, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GENERAL ATLANTIC 

  PARTNERS, LLC, its Sole 

  Member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GAP COINVESTMENTS III, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GAP COINVESTMENTS IV, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  GAPCO GMBH & CO. KG

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GAPCO MANAGEMENT GMBH, its General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENPACT INVESTMENT CO (LUX) SICAR S.A.R.L.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Christopher G. Lanning

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: John R. Monsky

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WIH HOLDINGS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


EXHIBIT A


 


MEMORANDUM OF ASSOCIATION OF GENPACT LIMITED


 


A-1

















 


EXHIBIT B


 


BYE-LAWS OF GENPACT LIMITED


 


B-1

















 


EXHIBIT C


 


GICO DIRECTORS


 


J Taylor Crandall


 


Steven A. Denning


 


Mark F. Dzialga


 


Denis J. Nayden


 


GE DIRECTORS


 


Gary M. Reiner


 


Lloyd G. Trotter


 


OTHER DIRECTORS


 


John Barter


 


Rajat Kumar Gupta


 


Jagdish Khattar


 


James C. Madden


 


Robert G. Scott


 


A. Michael Spence


C-1

















 


EXHIBIT D


 


JOINDER AGREEMENT


 


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.


 


The Joining Party hereby acknowledges, agrees and
confirms that, by its execution of this Joinder Agreement, the Joining Party
shall be deemed to be a party to and “Shareholder” under the Shareholders
Agreement as of the date hereof and shall have all of the rights and
obligations of the Shareholder from whom it has acquired Company Equity
Securities (to the extent permitted by Section 6.01 of the
Shareholders Agreement and, if the Joining Party is not a Permitted Transferee,
as specifically provided in Exhibit A attached hereto) as if it had
executed the Shareholders Agreement. The Joining Party hereby ratifies, as of
the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Shareholders Agreement.


 


IN WITNESS WHEREOF, the undersigned has executed this
Joinder Agreement as of the date written below.


 


Date:              
   ,       


 


	
   

  	
  [NAME OF JOINING PARTY]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  



 


D-1

















 


AGREED
ON THIS [   ] day of [         ],
200[   ]:


 


GENPACT
LIMITED


 


	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


D-2