Exhibit
10.17


 


EXECUTION COPY


 




 





 


REORGANIZATION
AGREEMENT


 


Dated as of July 13,
2007


 


by and among


 


GENPACT
LIMITED,


 


GENPACT GLOBAL (LUX) S.A.R.L.,


 


GENPACT GLOBAL
HOLDINGS SICAR S.A.R.L.


 


 


and


 


 


THE
SHAREHOLDERS LISTED ON THE SIGNATURE PAGES HERETO


 




 





 

















 


TABLE OF
CONTENTS


 


	
  ARTICLE I

  	
  Definitions

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  The Big Share Exchange

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  The Other Transactions

  	
  7

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01.

  	
   

  	
  Redemption, Fiduciary Share Exchange, Assignment and Assumption
  Agreement, Amendment to Tax Matters Agreement

  	
  7

  
	
  SECTION 3.02.

  	
   

  	
  Migrations

  	
  8

  
	
  SECTION 3.03.
  

  	
   

  	
  Little Share Exchange

  	
  8

  
	
  SECTION 3.04.
  

  	
   

  	
  2007 Shareholders Agreement

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  The Closing

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.01.
  

  	
   

  	
  Place and Date

  	
  8

  
	
  SECTION 4.02.
  

  	
   

  	
  Closing Actions

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  Representations and Warranties

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.01.
  

  	
   

  	
  Representations and
  Warranties of the Shareholder Parties

  	
  8

  
	
  SECTION 5.02.
  

  	
   

  	
  Representations and
  Warranties of the Company

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  Certain Covenants

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.01.
  

  	
   

  	
  Bye-laws

  	
  11

  
	
  SECTION 6.02.
  

  	
   

  	
  Additional Actions

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  Conditions Precedent

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.01.
  

  	
   

  	
  Conditions Precedent to
  Obligations of the Company

  	
  12

  
	
  SECTION 7.02.
  

  	
   

  	
  Conditions Precedent to
  Obligations of the Shareholder Parties

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  Luxembourg Capital Duty Indemnification

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.01.
  

  	
   

  	
  Tax Indemnification

  	
  14

  
	
  SECTION 8.02.
  

  	
   

  	
  Survival

  	
  14

  
	
  SECTION 8.03.
  

  	
   

  	
  Payment, Limitations and
  Contest

  	
  14

  
					



 


i

















 


	
  ARTICLE IX

  	
  Miscellaneous

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.01.
  

  	
   

  	
  2005 Shareholders Agreement

  	
  14

  
	
  SECTION 9.02.
  

  	
   

  	
  Survival of Warranties

  	
  14

  
	
  SECTION 9.03.
  

  	
   

  	
  Amendment and Waiver

  	
  15

  
	
  SECTION 9.04.
  

  	
   

  	
  Counterparts

  	
  15

  
	
  SECTION 9.05.
  

  	
   

  	
  Notices

  	
  15

  
	
  SECTION 9.06.
  

  	
   

  	
  Binding Effect; Assignment

  	
  15

  
	
  SECTION 9.07.
  

  	
   

  	
  Entire Agreement

  	
  15

  
	
  SECTION 9.08.
  

  	
   

  	
  No Third Party Beneficiaries

  	
  15

  
	
  SECTION 9.09.
  

  	
   

  	
  Expenses

  	
  15

  
	
  SECTION 9.10.
  

  	
   

  	
  Applicable Law and
  Jurisdiction; Service of Process.

  	
  15

  
	
  SECTION 9.11.
  

  	
   

  	
  Waiver of Jury Trial

  	
  16

  
	
  SECTION 9.12.
  

  	
   

  	
  Article and Section Headings

  	
  16

  
	
  SECTION 9.13.
  

  	
   

  	
  Specific Enforcement

  	
  16

  
	
  SECTION 9.14.
  

  	
   

  	
  Severability

  	
  17

  
					



 


ii

















 


	
  SCHEDULES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule I

  	
   

  	
  GGL Shareholders

  	
   

  
	
  Schedule II

  	
   

  	
  GGH Shareholders

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
   

  	
  Form of Amendment to Tax Matters Agreement

  	
   

  
	
  Exhibit B

  	
   

  	
  Form of Assignment and Assumption Agreement

  	
   

  
	
  Exhibit C

  	
   

  	
  Form of Bye-laws

  	
   

  
	
  Exhibit D

  	
   

  	
  Form of 2007 Shareholders Agreement

  	
   

  
	
  Exhibit E

  	
   

  	
  Form of Officer’s Certificate

  	
   

  



 

















 


REORGANIZATION AGREEMENT (this “Agreement”), dated as of July 13,
2007, among GENPACT LIMITED, an exempted limited company organized under the
laws of Bermuda (the “Company”), GENPACT GLOBAL (LUX) S.A.R.L., a
Luxembourg société à responsabilité limiteé (“GGL”), GENPACT GLOBAL HOLDINGS
SICAR S.A.R.L., a Luxembourg société à responsabilité limiteé qualifying as a
Société d’investissment en capital à risque (“GGH”), GE CAPITAL
INTERNATIONAL (MAURITIUS), a Mauritius corporation (“GECIM”), GE CAPITAL
(MAURITIUS) HOLDINGS LTD., a Mauritius limited company (“GECM”), GENERAL
ATLANTIC PARTNERS (BERMUDA), L.P., a Bermuda exempt limited partnership (“GAP
Bermuda”), GAP-W INTERNATIONAL, L.P., a Bermuda exempted limited
partnership (“GAP-W”), GAPSTAR, LLC, a Delaware limited liability
company (“GapStar”), GAPCO GMBH & CO. KG, a German limited
partnership (“GAPCO”), GAP COINVESTMENTS III, LLC, a Delaware limited
liability company (“GAPCO III”), GAP COINVESTMENTS IV, LLC, a
Delaware limited liability company (“GAPCO IV”), OAK HILL CAPITAL
PARTNERS (BERMUDA) L.P., a Bermuda limited partnership (“OH Bermuda”),
OAK HILL CAPITAL MANAGEMENT PARTNERS (BERMUDA), L.P., a Bermuda limited
partnership (“OH Management”), OAK HILL CAPITAL PARTNERS II (CAYMAN)
L.P., a Cayman Islands limited partnership (“OH Cayman 1”), OAK HILL
CAPITAL PARTNERS II (CAYMAN II) L.P., a Cayman Islands Limited Partnership (“OH
Cayman 2”), OAK HILL CAPITAL MANAGEMENT PARTNERS II (CAYMAN), L.P. (“OHCP2”),
GENPACT INVESTMENT CO. (LUX) SICAR S.A.R.L., a Luxembourg société à
responsabilité limiteé (“GICo”), and WIH HOLDINGS, a Mauritius company
(all such entities other than the Company, GGL and GGH are hereinafter
collectively referred to as the “Shareholder Parties”).


 


W I T N E S S E T H:


 


WHEREAS, in order to effectuate an initial
public offering and for other corporate purposes, the board of directors of GGH
has resolved to effectuate a reorganization of the business of GGH in Bermuda
by causing GGH and GGL to become subsidiaries of the Company through the share
exchange contemplated herein, and to cause the other transactions contemplated
herein; and


 


WHEREAS, the Shareholder Parties wish to
effectuate such reorganization; and


 

















 


WHEREAS, each of the GGH Shareholders (as
defined herein) and the GGL Shareholders (as defined herein) desires to exchange the respective numbers of GGH Shares and
GGL Shares (as defined herein) set forth opposite the name of such GGH
Shareholder or GGL Shareholder in Schedule I and II hereto for Company
Shares (as defined herein); and


 


WHEREAS, in exchange
for such GGH Shares and GGL Shares, the Company desires to issue to the GGH
Shareholders and the GGL Shareholders Company Shares in accordance with the
terms of this Agreement; and


 


WHEREAS, the Big Share Exchange together with
the Fiduciary Share Exchange is intended to be a transaction described in Section 351
of the Code and the share exchange between the Company, on the one hand, and
the GGL Shareholders, on the other hand, as part of the Big Share Exchange may
be a transaction described in Section 368(a) of the Code; and


 


WHEREAS, the boards of directors of GGL and
GGH have resolved to effect the Migration (as defined herein) of each of GGL
and then of GGH from Luxembourg to Bermuda immediately following consummation
of the Big Share Exchange; and


 


WHEREAS, the Migration of GGL is intended to be a transaction described
in Section 368(a)(1)(F) of the Code; and


 


WHEREAS, the boards of directors of each of
the Company, GGH and GGL have resolved to effectuate the Little Share Exchange
(as defined herein) immediately following completion of the Migrations;


 


NOW, THEREFORE, in consideration of the
promises and the respective agreements hereinafter set forth, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


ARTICLE I



Definitions


 


“Agreement” shall have the meaning set
forth in the recitals.


 


“Amendment to the Tax Matters Agreement”
shall mean the Amendment to the Tax Matters Agreement to be entered into by
GECIM, GICo and GGH (as the same may be amended, supplemented or modified from
time to time) concurrently with the closing of the Big Share Exchange and dated
as of the date of the Closing, in substantially the form attached as Exhibit A
to this Agreement.


 


“Applicable Law” shall mean all laws,
statutes, treaties, rules, codes, ordinances, regulations, certificates, orders
and licenses of, and legally binding 


 


2

















 


interpretations
by, any Governmental Authority and judgments, decrees, injunctions, writs,
permits, orders or like governmental action of any Governmental Authority.


 


“Assignment and Assumption Agreement”
shall mean the Assignment and Assumption Agreement between the Company and GGH,
a form of which is attached as Exhibit B to this Agreement.


 


“Big Share Exchange”
shall mean the share exchange between the Company, on the one hand, and the GGL
Shareholders and the GGH Shareholders, on the other hand, contemplated by Article II
of this Agreement.


 


“BMA Consent” shall mean the approval
by the Bermuda Monetary Authority to the issuance of Company Shares to the
Shareholders.


 


“Bye-laws” shall mean the bye-laws of
the Company in substantially the form set forth in Exhibit C hereto.


 


“Closing” shall mean the closing of
the Big Share Exchange, the Redemption and the other transactions provided for
in Section 3.01 hereof.


 


“Closing Date” shall mean the date and
time of the Closing as set forth in Section 4.01 hereof.


 


“Code” means the U.S. Internal Revenue
Code of 1986, as amended.


 


“Company” shall have the meaning set
forth in the recitals.


 


“Company Shares” shall mean the common
shares of the Company, par value US$0.01 per share.


 


“Exchange
Act” shall mean the U.S. Securities Exchange Act of 1934, as amended from
time to time.


 


“Fiduciary” shall mean Sal. Oppenheim
jr. & Cie. S.C.A. (formerly known as Bank Sal. Oppenheim jr. &
Cie. (Luxembourg) S.A.).


 


“Fiduciary Share Exchange” shall mean
the exchange by the Fiduciary of the GGH Common Shares it holds in exchange for
Company Shares in accordance with the terms of the Fiduciary Share Exchange
Agreement.


 


“Fiduciary Share Exchange Agreement”
shall mean the agreement between the Fiduciary, the Company and GGH, dated as
of the date hereof, providing for the Fiduciary Share Exchange.


 


“GAP Entities” shall mean GAP Bermuda,
GAP-W, GapStar, GAPCO, GAPCO III and GAPCO IV.


 


“GGH” shall have the meaning set forth
in the recitals.


 


3

















 


“GGH Articles of Association” shall
mean the articles of association of GGH.


 


“GGH Common Shares” shall mean the
outstanding shares of common stock issued by GGH with a nominal par value of
US$31.


 


“GGH Preferred Shares” shall mean the GGH Series A
Preferred Shares and the GGH Series B Preferred Shares.


 


“GGH Series A Preferred Shares” shall mean the outstanding shares of Series A
Preferred Stock issued by GGH with a nominal par
value of US$31, the terms of which are set forth in the GGH Articles of
Association.


 


“GGH Series B Preferred Shares” shall mean the outstanding shares of Series B
Preferred Stock issued by GGH  with a nominal par value of US$31, the terms of
which are set forth in the GGH Articles of Association.


 


“GGH Shareholders” shall mean the
shareholders of GGH (other than GGL) named in Schedule II hereto.


 


“GGH Shares” shall mean the GGH Common
Shares and the GGH Preferred Shares.


 


“GGL” shall have the meaning set forth
in the recitals.


 


“GGL Articles of Association” shall
mean the articles of association of GGL.


 


“GGL Common Shares” shall mean the outstanding
shares of common stock issued by GGL with a nominal par value of US$31.


 


“GGL Preferred Shares” shall mean the GGL Series A
Preferred Shares and the GGL Series B Preferred Shares.


 


“GGL Series A Preferred Shares” shall mean the outstanding shares of Series A
Preferred Stock issued by GGL with a nominal par
value of US$31, the terms of which are set forth in the GGL Articles of
Association.


 


“GGL Series B Preferred Shares” shall mean the outstanding shares of Series B
Preferred Stock issued by GGL  with a nominal par value of US$31, the terms of
which are set forth in the GGL Articles of Association.


 


“GGL Shareholders” shall mean the
shareholders of GGL named in Schedule I hereto.


 


“GGL Shares” shall mean the GGL Common
Shares and the GGL Preferred Shares.


 


4

















 


“GICo” shall have the meaning set
forth in the recitals.


 


“GICo Shareholder Parties” shall mean
GICo, the GAP Entities and the OH Entities.


 


“GICo Shareholders Agreement” shall
mean the Amended and Restated Shareholders Agreement, dated September 9,
2005, by and among GICo and the shareholders listed on the signature pages thereto.


 


“Government Authority” shall mean the
government of any sovereign nation or any political subdivision thereof, whether
Federal, state municipal or local, and any agency, authority, instrumentality,
regulatory or self-regulatory body, court, or other entity exercising
executive, legislative, judicial, regulatory or administrative powers or
functions of or pertaining to government.


 


“Initial Company Share” shall mean
that certain share of the Company of par value US$1 allotted and issued to, and
subscribed by, GGH on March 30, 2007.


 


“IPO” shall mean the initial public
offering of Company Shares which is registered under the Securities Act.


 


“Liens” shall have the meaning given
to such term in Article II hereof.


 


“Little Share Exchange” shall mean the
share exchange by the Company of GGH Shares for GGL Common Shares, following
completion of the Migrations, as contemplated by Section 3.03 hereof.


 


“Luxembourg Capital Duty” shall mean
any capital duty that may be owed under the law of the Grand-Duchy of
Luxembourg of 29 December 1971 concernant l’impôt frappant les
rassemblements de capitaux or similar legislation.


 


“Migration” shall mean, with respect
to GGH or GGL, the transfer of the registered office of such company together
with its principal establishment and place of incorporation from Luxembourg to
Bermuda following consummation of the Big Share Exchange, as contemplated in Section 3.02
hereof.


 


“OH Entities” shall mean OH Bermuda,
OH Management, OH Cayman 1, OH Cayman 2 and OHCP2.


 


“Redemption” shall mean the redemption
by the Company of the Initial Company Share held by GGH.


 


“Securities Act” shall mean the U.S.
Securities Act of 1933, as amended from time to time.


 


“Shareholder Parties” shall have the
meaning set forth in the recitals.


 


5

















 


“Shareholders” shall mean the GGL
Shareholders and the GGH Shareholders.


 


“Tax Matters Agreement” shall mean the
Tax Matters Agreement, dated as of December 30, 2004, among GECIM, GICo
and GGH (as amended, supplemented or modified from time to time).


 


“Transactions” shall mean the Big
Share Exchange, the Fiduciary Share Exchange, the Redemption, the Migrations,
the Little Share Exchange, the execution and delivery of this Agreement, the
Assignment and Assumption Agreement and the Amendment to the Tax Matters
Agreement and the adoption of the Bye-laws.


 


“Underwriting Agreement”
shall mean the Underwriting Agreement to be
entered into by the Company and the underwriters in connection with the IPO.


 


“US$” shall mean United States
Dollars, the lawful currency of the United States of America.


 


“2005 Shareholders Agreement” shall mean the Amended and Restated
Shareholders Agreement, dated as of December 16,
2005, among GGH, GGL and the other parties listed on the signature pages thereto
(as amended, supplemented or modified from time to time, including, without
limitation, as modified by Section 9.01 hereof).


 


“2007 Shareholders Agreement” shall
mean the Amended and Restated Shareholders Agreement to be entered into by the
Company, GGH, GGL and the Shareholder Parties (as the same may be amended,
supplemented or modified from time to time) concurrently with the closing of
the IPO, in substantially the form attached as Exhibit D to this Agreement and which shall supersede the 2005 Shareholders
Agreement.


 


“2007 Omnibus Plan” shall mean the
2007 Omnibus Incentive Compensation Plan of the Company.


 


ARTICLE II



The Big Share Exchange


 


On the Closing
Date, and upon the terms and subject to the conditions set forth herein:


 


(a)           each of the GGL Shareholders shall
transfer and deliver to the Company, free and clear of all liens, security
interests, claims, charges and encumbrances of any kind (“Liens”), the
number of GGL Shares set forth opposite each such GGL Shareholder’s name in Schedule I
hereto.  For such purpose, each of the
GGL Shareholders and the Company agree that such transfers shall be deemed consummated
and be effective as of the Closing Date and each of the GGL Shareholders and
the Company jointly empower any lawyer of Allen & Overy Luxembourg,
and any manager 


 


6





















 


or officer of
GGL, acting individually under his/her sole signature, to proceed to the
registration of such transfers into the register of shares of GGL and to see to
any formalities required under Luxembourg law in connection with such transfers,
including but not limited to the filing of a notice with the Luxembourg company
registry;


 


(b)           each of the GGH Shareholders shall
transfer and deliver to the Company, free and clear of all Liens, the number of
GGH Common Shares set forth opposite each such GGH Shareholder’s name in Schedule II
hereto.  For such purpose, each of the
GGL Shareholders and the Company agree that such transfers shall be deemed
consummated and be effective as of the Closing Date and each of the GGH
Shareholders and the Company jointly empower any lawyer of Allen &
Overy Luxembourg, and any manager or officer of the GGH, acting individually
under his/her sole signature, to proceed to the registration of such transfers
into the register of shares of GGH and to see to any formalities required under
Luxembourg law in connection with such transfers, including but not limited to
the filing of a notice with the Luxembourg company registry; and


 


(c)           the Company shall allot, issue and
deliver to each GGL Shareholder and GGH Shareholder, and each of the GGL
Shareholders and the GGH Shareholders shall subscribe for, the number of
Company Shares set forth opposite each such GGL Shareholder’s name in Schedule I
hereto and each such GGH Shareholder’s name in Schedule II hereto, as the
case may be, and, if requested by any of the Shareholders in writing, the
Company shall deliver to each such Shareholder a duly executed share
certificate in respect of the Company Shares owned by such Shareholder.


 


ARTICLE III



The Other Transactions


 


SECTION 3.01.  Redemption, Fiduciary Share Exchange, Assignment
and Assumption Agreement, Amendment to Tax Matters Agreement.  On the Closing Date, concurrently with the
consummation of the Big Share Exchange set forth in Article II:


 


(a)           the Company and GGH shall effectuate
the Redemption;


 


(b)           the Company, GGH and the Fiduciary
shall consummate the Fiduciary Share Exchange;


 


(c)           the Company and GGH shall execute and
deliver the Assignment and Assumption Agreement, and the transactions
contemplated in the Assignment and Assumption Agreement shall be effected; and


 


(d)           GICo, GECIM and GGH shall execute and
deliver the Amendment to the Tax Matters Agreement.


 


7





















 


SECTION 3.02.  Migrations.  Immediately following consummation of the Big
Share Exchange, the parties hereto agree to take all necessary and appropriate
actions to effectuate the Migrations. 
The parties hereto agree and understand that the Migration of GGL shall
precede the Migration of GGH.


 


SECTION 3.03.  Little Share Exchange.  Immediately following completion of the
Migrations, the Company and GGL shall effectuate the Little Share Exchange.


 


SECTION 3.04.  2007 Shareholders Agreement.  Immediately following consummation of the
IPO, the Company, GGH, GGL and the Shareholder Parties shall enter into the 2007
Shareholders Agreement.  In the event
that the IPO is not consummated on or prior to September 30, 2007, the
parties agree and undertake to negotiate in good faith amendments or
modifications to the 2005 Shareholders Agreement (as modified by Section 9.01
of this Agreement) to take into account the transactions contemplated in this
Agreement.


 


ARTICLE IV



The Closing


 


SECTION 4.01.  Place and Date.  The Closing shall take place at the offices
of Cravath, Swaine & Moore LLP at 3pm on July 13, 2007 or at such
other time and place as shall be mutually agreed to by the parties hereto.


 


SECTION 4.02.  Closing Actions.  On the Closing Date, the parties hereto
shall, subject to the terms and conditions of this Agreement,
consummate the actions set forth in Article II and Section 3.01.


 


ARTICLE V



Representations and Warranties


 


SECTION 5.01.  Representations and Warranties of the
Shareholder Parties.  Each
Shareholder Party represents and warrants to the Company, as of the date of
this Agreement and the Closing Date, as follows:


 


(a)           Corporate Organization.  It is duly formed, validly existing and in
good standing, to the extent applicable, under the laws of the jurisdiction it
was formed with full power and authority to conduct its business.


 


(b)           Title to GGL Shares and GGH Common
Shares.  It or, in the case of the
GICo Shareholder Parties, GICo is the registered owner, within the meaning of Rule 13d-3
under the Exchange Act, of the GGL Shares
and the GGH Common Shares, as the case may be, set forth opposite such Shareholder’s
name in Schedule I or Schedule 


 


8





















 


II,
respectively, and has good title to such GGL Shares and GGH Common Shares, free
and clear of all Liens.


 


(c)           Authority.  It or, in the case of the GICo Shareholder
Parties, GICo has full right, power and authority to transfer and deliver to
the Company the full legal and beneficial ownership, within the meaning of Rule 13d-3
under the Exchange Act, in GGL Shares and
the GGH Common Shares, as the case may be, to be exchanged by it pursuant to
this Agreement and to consummate the Big
Share Exchange.  It or, in the case of
the GICo Shareholder Parties, GICo has duly authorized the execution and
delivery of this Agreement and the 2007 Shareholders Agreement, the performance
by it of the terms hereof and the consummation of the Big Share Exchange.  This Agreement
and, upon execution and delivery thereof, the 2007 Shareholders Agreement will
be, the legal valid and binding obligation of it or, in the case of the GICo
Shareholder Parties, GICo enforceable against it or, in the case of the GICo
Shareholder Parties, GICo in accordance with its terms.


 


(d)           Approvals.  No action, consent or approval by, or filing
with, any Government Authority is required in connection with the execution and
delivery by it of this Agreement or the 2007
Shareholders Agreement, the performance by it of the terms hereof or the
consummation by it (if a party to the Big Share
Exchange) of the Big Share Exchange.


 


(e)           No Conflicts.  The execution and delivery by it of this
Agreement and the 2007 Shareholders Agreement, the performance by it of the
terms hereof and the consummation by it (if a party
to the Big Share Exchange) of the Big Share Exchange, will not violate
or conflict with any provision of its memorandum of association, articles of
association, charter or bylaws, as applicable, any Applicable Law or any
agreement or other instrument binding upon it that is material to it.


 


(f)            Shareholders Agreements.  To the best of its knowledge, there are no
voting trust agreements or any other contracts, agreements, arrangements,
commitments, plans or understandings, written or oral, restricting or otherwise
relating to voting or dividend rights with respect to the GGL Shares or GGH
Common Shares owned by it or, in the case of the GICo Shareholder Parties, GICo,
or otherwise granting any person any right in respect of such GGL Shares or GGH
Common Shares, as the case may be, except for the GICo Shareholders Agreement,
the 2005 Shareholders Agreement and, upon execution and delivery thereof, the
2007 Shareholders Agreement .


 


(g)           Litigation.  There is no claim, action, suit, proceeding,
arbitration, investigation or inquiry before any Governmental Authority now
pending, or threatened, against or relating to it which would adversely affect
its ability (if a party to the Big Share Exchange) to
consummate the Big Share Exchange.


 


(h)           Brokers and Finders.  Neither it nor any officer, director or
employee of it has employed any broker or finder or incurred any liability for
any brokerage fees, commissions or finder’s fees in connection with the Big
Share Exchange.


 


9





















 


(i)            Knowledge and Experience.  It is a sophisticated investor having such
knowledge and experience in financial and business matters, and in particular
in such matters related to securities similar to the Company Shares, such that
it is capable of evaluating the merits and risks of investments in the Company
Shares, and is able to bear the economic risks of such an investment.  It understands that an investment in the
Company Shares involves certain risks, including the risk of loss of all or a
substantial part of its investment under certain circumstances.  It has had access to such financial and other
information concerning the Company as it deemed necessary or appropriate in
order to make an informed investment decision with respect to the exchange of
the GGL Shares or GGH Common Shares, as the case may be, owned by it or, in the
case of the GICo Shareholder Parties, GICo, for Company Shares.


 


(j)            Nature of Exchange.  Except for any sales pursuant to the
Underwriting Agreement, it or, in the case
of the GICo Shareholder Parties, GICo is exchanging such Shareholder’s GGL
Shares or GGH Common Shares, as the case may be, for Company Shares for
investment (for its own benefit and, in case of GICo, the benefit of the GAP
Entities and the OH Entities, as the case may be), and not with a view to the
resale or distribution of the Company Shares or any part thereof, and it has no
present intention of selling, granting any participation in, or otherwise
distributing the same.  It acknowledges
and understands that the Company Shares may only be transferred or sold pursuant
to a registration under the Securities Act and/or applicable state securities
or blue sky laws or an available exemption from such registration.  It will comply, or, in the case of the GICo
Shareholder Parties, GICo will comply, with all applicable federal and state
securities laws in connection with any resale or transfer of the Company Shares
and will not, or, in the case of the GICo Shareholder Parties, GICo will not,
sell or transfer any of the Company Shares except in compliance with the
provisions of the Securities Act and/or applicable state securities or blue sky
laws.


 


(k)           Accredited Investor.  It or, in the case of the GICo Shareholder
Parties, GICo is an “accredited investor” within the meaning of Rule 501
under the Securities Act.


 


SECTION 5.02.  Representations and Warranties of the
Company


 


The Company represents and warrants to each
Shareholder Party, as of the date of this Agreement and the Closing Date, as
follows:


 


(a)           Corporate Organization.  The Company is duly formed, validly existing
and in good standing, to the extent applicable, under the laws of Bermuda with
full power and authority to conduct its business.


 


(b)           Capitalization.  As of the Closing Date, the authorized
capital stock of the Company consists of 500,000,000 Company Shares and
250,000,000 undesignated shares of par value US$0.01 each.  The Company Shares are duly authorized and
will, when issued in connection with the Big Share Exchange in exchange for GGH
Shares or GGL Shares, be fully paid and nonassessable and not issued in
violation of or, prior to the consummation of the Assignment and Assumption
Agreement and the effectiveness of 


 


10





















 


the 2007
Omnibus Plan, subject to any purchase option, call option, right of first
refusal, preemptive right, subscription right or any similar right under any
provision of the Companies Act 1981, the certificate of incorporation or the
Bye-laws or any agreement to which the Company is a party or otherwise
bound.  Except as set forth in the
preceding sentence, there are not any options, warrants, rights, convertible or
exchangeable securities, “phantom” stock rights, stock appreciation rights,
stock-based performance units, commitments, contracts, arrangements or
undertakings of any kind to which the Company is a party or by which any of
them is bound (i) obligating the Company to issue, deliver or sell, or
cause to be issued, delivered or sold, additional Company Shares other equity
interests in, or any security convertible or exercisable for or exchangeable
into Company Shares or other equity interest in the Company or (ii) obligating
the Company to issue, grant, extend or enter into any such option, warrant,
call, right, security, commitment, contract, arrangement or undertaking.  As of the date of this Agreement, there are
not any outstanding contractual obligations of the Company to repurchase,
redeem or otherwise acquire any Company Shares other than as contemplated by
this Agreement.


 


(c)           Authority of the Company.  The Company has full right, power and
authority to execute and deliver this Agreement and the 2007 Shareholders
Agreement, to issue and deliver to each of the Shareholders the Company Shares
set forth opposite the name of such Shareholder in Schedule I and Schedule II,
as the case may be, pursuant to this Agreement
and to consummate the Big Share Exchange. 
The Company has duly authorized the execution and delivery of this
Agreement and the 2007 Shareholders Agreement, the performance by it of the
terms hereof and the consummation of the Big Share Exchange.  This Agreement
and, upon execution and delivery thereof, the 2007 Shareholders Agreement will
be the legal, valid and binding obligation of the Company enforceable against
it in accordance with its terms.


 


(d)           Approvals.  Except for obtaining BMA Consent, no action,
consent or approval by, or filing with, any Government Authority is required in
connection with the execution and delivery by it of this Agreement or the 2007 Shareholders Agreement, the
performance by it of the terms hereof or the consummation by it of the
Big Share Exchange.


 


(e)           No Conflicts.  The execution and delivery by it of this
Agreement and the 2007 Shareholders Agreement, the performance by it of the
terms hereof and the consummation by it of the Big Share Exchange, will not
violate or conflict with any provision of its memorandum of association or the
Bye-laws, any Applicable Law or any agreement or other instrument binding upon
it that is material to it.


 


ARTICLE VI



Certain Covenants


 


SECTION 6.01.  Bye-laws.  On or immediately after the Closing Date, the
Company shall adopt the Bye-laws.


 


11





















 


SECTION 6.02.  Additional Actions.  Each of the Shareholder Parties hereby agrees
to use all reasonable efforts to take or cause to be taken all action and to do
or cause to be done all things necessary, proper and advisable under Applicable
Laws to consummate and make effective the Transactions and to reasonably
cooperate in filing any necessary applications, reports or other documents
with, giving any notices to, and seeking any required approval from all
Governmental Authorities, including but not limited to the obtaining of BMA
Consent, and all third parties as may be required in connection with the
consummation of the Transactions.


 


ARTICLE VII



Conditions Precedent


 


SECTION 7.01.  Conditions Precedent to Obligations of the
Company.  Notwithstanding any other
provisions of this Agreement , the obligation of the Company to consummate the
Big Share Exchange, the Redemption, the Fiduciary Share Exchange and to enter
into the Assignment and Assumption Agreement, as set forth in Article II
and Section 3.01, shall be subject to the fulfillment, prior to or at the
Closing, of each of the following conditions precedent, any of which may be
waived by the Company:


 


(a)           Accuracy of Representations and
Warranties.  The representations and
warranties of each of the Shareholder Parties contained in this Agreement or in any certificate or other written
instrument delivered to the Company pursuant hereto shall, when made and at and
as of the Closing, be true and correct in all material respects.


 


(b)           Covenants.  All covenants, agreements and conditions
contained in this Agreement to be performed by the Shareholder Parties on or
before the Closing shall have been performed or complied with.


 


(c)           Legal Proceedings.  There shall not be any actual or threatened
action or proceeding by or before any court, administrative agency or other
governmental body which (i) in the reasonable view of the Company has a
reasonable probability of success on the merits and (ii) seeks to
restrain, prohibit or invalidate the Company’s entering into, or the
performance by the Company of the Big Share Exchange
or the other Transactions.


 


(d)           Consents and Approvals.  The BMA Consent shall have been obtained, and
the BMA Consent shall be in form and substance reasonably satisfactory to the
Company.


 


(e)           Closing Deliverables.  The Shareholder Parties or, in the case of
the GICo Shareholder Parties, GICo shall have delivered to the Company:


 


(i) appropriate
corporate documents authorizing the Transactions to which it is a party; and


 


12





















 


(ii) an Officer’s
certificate of each of GICo, GECIM, GECM and WIH Holdings in the form attached
hereto as Exhibit E.


 


SECTION 7.02.  Conditions Precedent to Obligations of the
Shareholder Parties.  Notwithstanding
any other provision of this Agreement, the
obligations of each of the Shareholder Parties to consummate the Big Share
Exchange and, in the case of GECIM and GICo, to enter into the Tax Matters
Amendment, as set forth in Article II and Section 3.01, shall be
subject to the fulfillment, prior to or at the Closing, of each of the
following conditions precedent, any of which may be waived by any of the
Shareholder Parties:


 


(a)           Accuracy of Representations and
Warranties.  The representations and
warranties of the Company contained in this Agreement
or in any certificate or written instrument delivered to any of the Shareholder
Parties pursuant hereto shall, when made at and as of the Closing, be true and
correct in all material respects.


 


(b)           Covenants.  All covenants, agreements and conditions
contained in this Agreement to be performed by the Company on or before the
Closing shall have been performed or complied with.


 


(c)           Legal Proceedings.  There shall not be any actual or threatened
action or proceeding by or before any court, administrative agency or other
governmental body which (i) in the reasonable view of any of the
Shareholder Parties has a reasonable probability of success on the merits and (ii) seeks
to restrain, prohibit or invalidate any of the Shareholder Parties from
entering into, or the performance by each of the Shareholder Parties of the Big
Share Exchange.


 


(d)           Closing Deliverables.  The Company shall have delivered to the Shareholder
Parties:


 


(i) appropriate
corporate documents authorizing the Transactions to which it is a party; and


 


(ii) an
Officer’s certificate in the form attached hereto as Exhibit E; and


 


(iii) an
opinion of Appleby, Bermuda counsel for the Company, in form and substance
satisfactory to the Shareholder Parties, substantially to the effect that the
Company has been duly incorporated and is validly existing as an exempted
limited company under the laws of Bermuda, this Agreement has been duly
authorized, executed and delivered by the Company, the Company Shares have been
duly authorized and, when issued and delivered in accordance with the terms of
this Agreement, will be validly issued, fully paid and non-assessable.


 


13





















 


ARTICLE VIII



Luxembourg Capital Duty Indemnification


 


SECTION 8.01.  Tax Indemnification.  Subject to Section 8.03(b), from and
after the Closing, GECIM, the GAP Entities and the OH Entities shall indemnify
and hold harmless the Company from and against any and all actual losses,
claims, damages, liabilities, fines, penalties and fees and expenses (including reasonable
fees and out-of-pocket expenses of legal counsel to the Company) in connection
with or as a result of all liability for any Luxembourg Capital Duty payable by
GGL for all taxable periods (or portions thereof) ending on or before the
Closing Date.


 


SECTION 8.02.  Survival.  Notwithstanding anything to the contrary in
this Agreement, the obligations of GECIM, the GAP Entities and the OH Entities
under this Article VIII will survive the Transactions, the enforcement,
amendment or waiver of any provision of this Agreement.


 


SECTION 8.03.  Payment, Limitations and Contest.  (a) Any indemnity payment required to be
made by GECIM, the GAP Entities and the OH Entities pursuant to this Article VIII
shall be paid to the Company within five business days after the Company makes
written demand therefore, but in no event more than ten business days prior to
the date on which the Luxembourg Capital Duty would be due.


 


(b)           All obligations under this Article VIII
shall be several only and not joint, it being understood that each of GECIM,
the GAP Entities and the OH Entities shall be liable for one third of any
indemnity payment required to be made under this Article VIII.


 


(c)           The Company shall notify and consult
with each indemnifying party under this Article VIII regarding any claim
by the relevant Governmental Authority of any deficiency, proposed adjustment,
assessment, audit, examination, suit, dispute or other claim in respect of any Luxembourg
Capital Duty subject to indemnification under Section 8.01.


 


ARTICLE IX



Miscellaneous


 


SECTION 9.01.  2005 Shareholders Agreement.  Subject to Section 3.04, the parties
agree that, from the Closing Date until the date of the execution and delivery
of the 2007 Shareholders Agreement, the provisions of the 2005 Shareholders
Agreement shall be deemed to be modified and shall apply mutatis mutandis to reflect the
transactions contemplated by this Agreement.


 


SECTION 9.02.  Survival of Warranties.  The covenants, agreements, representations
and warranties of the parties contained herein or in any certificate or other
document delivered pursuant hereto or in connection herewith shall survive the
Closing 


 


14





















 


and shall
remain in full force and effect, regardless of any investigation made by or on
behalf of any party hereto.


 


SECTION 9.03.  Amendment and Waiver.  This Agreement
may not be amended, supplemented or discharged, and no provision hereof may be
modified or waived, except expressly by an instrument in writing signed by the
parties hereto.  Any term or provision of
this Agreement may be waived, but only in
writing by the party which is entitled to the benefit thereof. No waiver of any
provision hereof by any party shall constitute a waiver thereof by any other
party nor shall any such waiver constitute a continuing waiver of any matter by
such party.


 


SECTION 9.04.  Counterparts.  This Agreement
may be executed in one or more counterparts, each of which shall be deemed an
original but which together shall constitute but one instrument. It shall not
be necessary for each party to sign each counterpart so long as every party has
signed at least one counterpart.


 


SECTION 9.05.  Notices.  All notices, requests, demands, waivers and
other communications required or permitted to be given under this Agreement shall be given in the manner and at the
address for notices set forth in Section 6.02 of the 2005 Shareholders
Agreement.


 


SECTION 9.06.  Binding Effect; Assignment.  This Agreement
and all of the provisions hereof shall be binding upon and shall inure to the
benefit of the parties and their respective successors and permitted
assigns.  Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned, directly or indirectly, including,
without limitation, by operation of law, by any party hereto without the prior
written consent of the other parties hereto.


 


SECTION 9.07.  Entire Agreement.  This Agreement
and the schedules, exhibits and other documents and agreements referred to
herein or delivered pursuant hereto which form a part hereof constitute the
entire agreement among the parties with
respect to the subject matter hereof and supersede all other prior agreements
and understandings, both written and oral, between the parties or any of them
with respect to the subject matter hereof.


 


SECTION 9.08.  No Third Party Beneficiaries.  This Agreement
shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and
permitted assigns, and nothing in this Agreement,
express or implied, is intended to or shall confer upon any other person any
rights, benefits, claims, liabilities, causes of action or remedies of any
nature whatsoever under or by reason of this Agreement.


 


SECTION 9.09.  Expenses.  Each of the parties hereto shall pay its own
costs and expenses incurred in connection with this Agreement and the Transactions, including the fees
and expenses of counsel, irrespective of when incurred.


 


SECTION 9.10.  Applicable Law and Jurisdiction; Service
of Process.


 


15





















 


(a)           This Agreement shall be construed in
accordance with and governed by the law of the State of New York.


 


(b)           Each of the parties to this Agreement hereby irrevocably and unconditionally
submits, for itself and its property, to the exclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State
or, to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.


 


(c)           Each of the parties hereby irrevocably
and unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Agreement in any court referred to in
paragraph (b) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.


 


(d)           Each of the parties to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.05.  Nothing in this Agreement
will affect the right of any party to this Agreement
to serve process in any other manner permitted by law.


 


SECTION 9.11.  Waiver of Jury Trial.  EACH PARTY HERETO HEREBY WAIVES ANY AND ALL
RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING
OR LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH, THIS AGREEMENT OR ANY OF THE SECURITIES.


 


SECTION 9.12.  Article and Section Headings.  The article, section and other headings
contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.


 


SECTION 9.13.  Specific Enforcement.  The parties hereto acknowledge and agree that
irreparable damage would occur in the event any of the provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached for which money damages would
not be an adequate remedy.  It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the terms
and provisions hereof without the necessity of proving the inadequacy of money
damages as a remedy.


 


16





















 


SECTION 9.14.  Severability.  Should any provision of this Agreement for any reason be declared invalid or
unenforceable, such decision shall not affect the validity or enforceability of
any of the other provisions of this Agreement,
which remaining provisions shall remain in full force and effect and the
application of such invalid or unenforceable provision to persons or circumstances
other than those as to which it is held invalid or unenforceable shall be valid
and enforced to the fullest extent permitted by law.


 


[THE REMAINDER
OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]


 


17

















 


IN WITNESS WHEREOF, each party hereto has
executed this Agreement as of the day and
year first above written.


 


 


	
   

  	
  GENPACT LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Victor Guaglianone

  
	
   

  	
  Title: Senior Vice President and

  
	
   

  	
            General
  Counsel

  



 


 


	
   

  	
  GENPACT GLOBAL HOLDINGS SICAR S.A.R.L.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Victor Guaglianone

  
	
   

  	
  Title: Senior Vice President and

  
	
   

  	
            General
  Counsel

  



 


 


	
   

  	
  GENPACT
  GLOBAL (LUX) S.A.R.L.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Victor Guaglianone

  
	
   

  	
  Title: Senior Vice President and

  
	
   

  	
            General
  Counsel

  



 


[Signature Page to the Reorganization
Agreement]


 

















 


	
   

  	
  GE CAPITAL INTERNATIONAL 

  (MAURITIUS)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: 

  
	
   

  	
  Title: 

  
	
   

  	
           

  



 


 


	
   

  	
  GE CAPITAL (MAURITIUS) HOLDINGS 

  LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: 

  
	
   

  	
  Title: 

  
	
   

  	
           

  



 


[Signature Page to the Reorganization
Agreement]


 

















 


 


	
   

  	
  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: 

  
	
   

  	
           

  
					



 


[Signature Page to the Reorganization
Agreement]


 

















 


 


	
   

  	
  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: 

  
	
   

  	
           

  
					



 


[Signature Page to the Reorganization
Agreement]


 

















 


 


	
   

  	
  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: 

  
	
   

  	
           

  
					



 


[Signature Page to the Reorganization
Agreement]


 

















 


 


	
   

  	
  GENERAL ATLANTIC PARTNERS

  (BERMUDA), L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GAP (BERMUDA) LIMITED,

  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Matthew Nimetz 

  
	
   

  	
  Title: Vice-President 

  
	
   

  	
           

  
					



 


 


	
   

  	
  GAP-W INTERNATIONAL, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GAP (BERMUDA) LIMITED,

  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Matthew Nimetz 

  
	
   

  	
  Title: Vice-President 

  
	
   

  	
           

  
					



 


 


	
   

  	
  GAPSTAR, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GENERAL ATLANTIC 

  PARTNERS, LLC, its Sole

  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Matthew Nimetz 

  
	
   

  	
  Title: Managing Member

  
	
   

  	
           

  
					



 


[Signature Page to the Reorganization
Agreement]


 

















 


	
   

  	
  GAP COINVESTMENTS III, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Matthew Nimetz 

  
	
   

  	
  Title: Managing Member

  
	
   

  	
           

  



 


 


	
   

  	
  GAP COINVESTMENTS IV, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Matthew Nimetz 

  
	
   

  	
  Title: Managing Member

  
	
   

  	
           

  



 


	
   

  	
  GAPCO GMBH & CO. KG

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GAPCO MANAGEMENT GMBH, 

  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Matthew Nimetz 

  
	
   

  	
  Title: Managing Director

  
	
   

  	
           

  
					



 


[Signature Page to the Reorganization
Agreement]


 

















 


	
   

  	
  GENPACT INVESTMENT CO. (LUX) 

  SICAR S.À.R.L.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: John Monsky

  
	
   

  	
  Title: Manager 

  
	
   

  	
           

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Denis Nayden 

  
	
   

  	
  Title: Manager 

  
	
   

  	
           

  



 


[Signature Page to the Reorganization
Agreement]


 

















 


 


	
   

  	
  WIH HOLDINGS

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: 

  
	
   

  	
  Title: 

  



 


[Signature Page to the Reorganization
Agreement]


 

















Schedule I


GGL Shareholders


 


 


	
  GGL

  Shareholder

  	
   

  	
  Number of 

  GGL Common

  Shares to be
  transferred

  	
   

  	
  Number of 

  GGL Series A
  Preferred

  Shares to be

  transferred

  	
   

  	
  Number of 

  GGL Series B

  Preferred 

  Shares to be 

  transferred

  	
   

  	
  Number of 

  Company 

  Shares to be 

  received

  	
   

  
	
  Genpact Investment Co. (Lux)

  	
   

  	
  300

  	
   

  	
  

  3,017,346

  	
   

  	
  3,017,346

  	
   

  	
  547

  57,396,203

  61,886,382

  	
   

  
	
  GE Capital International (Mauritius)

  	
   

  	
   

  	
   

  	
  1,000

  	
   

  	
   

  	
   

  	
  19,022

  	
   

  



 

















Schedule II


GGH Shareholders


 


 


	
  GGH Shareholder

  	
   

  	
  Number of GGH 

  Common Shares to be

  transferred

  	
   

  	
  Number of Company 

  Shares to be received

  	
   

  
	
  GE Capital (Mauritius) Holdings Ltd.

  	
   

  	
  297,461

  	
   

  	
  53,810,695

  	
   

  
	
  WIH Holdings

  	
   

  	
  76,483

  	
   

  	
  13,835,775

  	
   

  



 

















Exhibit A


 


Form of Amendment to Tax Matters
Agreement


 

















Exhibit B


 


Form of Assignment and Assumption
Agreement


 

















Exhibit C


 


Form of
By-laws


 

















Exhibit D


 


Form of
2007 Shareholders Agreement


 

















Exhibit E


 


Form of
Officer’s Certificate