Exhibit 10.18


 


EXECUTION COPY


 




 





 


FIDUCIARY SHARE EXCHANGE AGREEMENT


 


 


Dated as of July 13, 2007


 


by and among


 


GENPACT LIMITED,


 


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


 


 


and


 


 


SAL. OPPENHEIM JR. & CIE. S.C.A.


 


 




 




















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
  Definitions

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  The Fiduciary Share Exchange

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  The Other Transactions

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01. Migration

  	
  5

  
	
  SECTION 3.02. Termination of Fiduciary Agreements

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  The Closing

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01. Place and Date

  	
  5

  
	
  SECTION 4.02. Closing Actions

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  Representations and
  Warranties

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01. Representations and Warranties of the Fiduciary

  	
  5

  
	
  SECTION 5.02. Representations and Warranties of the Company.

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  Additional Actions

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  Conditions Precedent

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01. Conditions Precedent to Obligations of the Company

  	
  8

  
	
  SECTION 7.02. Conditions Precedent to Obligations of the Fiduciary

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  Miscellaneous

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01. Stock Purchase Agreements

  	
  9

  
	
  SECTION 8.02. Survival of Warranties

  	
  9

  
	
  SECTION 8.03. Amendment and Waiver

  	
  9

  
	
  SECTION 8.04. Counterparts

  	
  9

  
	
  SECTION 8.05. Notices

  	
  10

  
	
  SECTION 8.06. Binding Effect; Assignment

  	
  10

  
	
  SECTION 8.07. Entire Agreement

  	
  11

  
	
  SECTION 8.08. No Third Party Beneficiaries 

  	
  11

  
	
  SECTION 8.09. Expenses

  	
  11

  
	
  SECTION 8.10. Applicable Law and Jurisdiction; Service of Process.

  	
  11

  
	
  SECTION 8.11. Waiver of Jury Trial

  	
  12

  
	
  SECTION 8.12. Article and Section Headings

  	
  12

  
	
  SECTION 8.13. Specific Enforcement

  	
  12

  
	
  SECTION 8.14. Severability

  	
  12

  



 


i

















 


SCHEDULE


 


Schedule I             Exchange
Ratio


 


ii

















 


FIDUCIARY
SHARE EXCHANGE 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 HOLDINGS SICAR S.A.R.L., a
Luxembourg société à responsabilité limiteé qualifying as a Société d’investissment
en capital à risque (“GGH”) and SAL. OPPENHEIM JR. & CIE. S.C.A., a credit
institution organized as a limited association by shares under the laws of
Luxembourg (formerly known as Bank Sal. Oppenheim jr. & Cie. (Luxembourg)
S.A.) (the “Fiduciary”).


 


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 to become a
subsidiary of the Company through the share exchange contemplated herein, and
to cause the other transactions contemplated herein; and


 


WHEREAS,
pursuant to the Reorganization Agreement (as defined herein) the Company and
GGH agreed to enter into this Agreement; and


 


WHEREAS, each
of the Fiduciary Shareholders (as defined herein) has executed and delivered a
letter agreement with GGH, pursuant to which such Fiduciary Shareholder has
given its consent to effectuate such reorganization (the “Letter Agreements”);
and


 


WHEREAS, the
Fiduciary, GGH and Ice Enterprise Solutions B.V., a private limited liability
company organized under the laws of the Netherlands (“ICE”), have
entered into release of share pledge agreements, pursuant to which GGH Common
Shares (as defined herein) pledged by the Fiduciary to ICE or GGH,
respectively, were released from such pledges; and


 


WHEREAS, the
Fiduciary desires to exchange the GGH Common
Shares (as defined herein) held by it and set forth in Schedule I hereto for
Company Shares (as defined herein); and


 


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


 


WHEREAS, the
Fiduciary Share Exchange, together with the Big Share Exchange, is intended to
be a transaction described in Section 351 of the Code; and


 


WHEREAS, the
board of directors of GGH has resolved to effect the Migration (as defined
herein) of GGH from Luxembourg to Bermuda following


 


1

















 


consummation of the migration of GGL from Luxembourg to Bermuda, which
will follow consummation of the Big Share Exchange (as defined herein); and


 


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.


 


“Applicable
Law” shall mean all laws, statutes, treaties, rules, codes, ordinances,
regulations, certificates, orders and licenses of, and legally binding
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 an
exhibit to the Reorganization Agreement.


 


“Big Share Exchange” shall mean the share exchange
between the Company, on the one hand, and the shareholders of GGL and the
shareholder of GGH (other than GGL and the Fiduciary), on the other hand.


 


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


 


“Closing”
shall mean the closing of the Fiduciary Share Exchange.


 


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


 


“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.


 


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


 


“Fiduciary
Agreements” shall mean the fiduciary agreements among each Fiduciary Shareholders,
the Fiduciary and GGH.


 


2

















 


“Fiduciary
Share Exchange” shall mean the exchange by the Fiduciary of the GGH Common
Shares it holds in exchange for Company Shares, contemplated by Article II of
this Agreement.


 


“Fiduciary
Shareholders” shall mean the beneficial owners of GGH Common Shares, of
which the Fiduciary holds legal title pursuant to Fiduciary Agreements.


 


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


 


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


 


“GGL”
shall mean Genpact Global (Lux) S.à.r.l., a Luxembourg société à responsabilité
limiteé.


 


“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.


 


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


 


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


 


“Letter
Agreements” shall have the meaning set forth in the recitals.


 


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


 


“Luxembourg
Applicable Law” shall mean all laws, statutes, treaties, rules, codes,
ordinances, regulations, certificates, orders and licenses of, and legally
binding interpretations by, any Luxembourg Governmental Authority and
judgments, decrees, injunctions, writs, permits, orders or like governmental
action of any Luxembourg Governmental Authority.


 


“Luxembourg
Government Authority” shall mean the government of Luxembourg 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 in Luxembourg exercising executive, legislative,
judicial, regulatory or administrative powers or functions of or pertaining to
government.


 


“Migration”
shall mean the transfer of the registered office of GGH together with its
principal establishment and place of incorporation from Luxembourg to Bermuda
following consummation of the migration of GGL from Luxembourg to Bermuda,
which will follow consummation of the Big Share Exchange, as contemplated in Section
3.01 hereof.


 


3

















 


“Reorganization
Agreement” shall mean the reorganization agreement between the Company,
GGL, GGH and the other parties listed on the signature pages thereto, pursuant
to which the parties thereto agree, among others, to consummate the Big Share
Exchange and the other transactions contemplated therein.


 


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


 


“Stock
Purchase Agreements” shall mean the stock purchase agreements between GGH
and each Fiduciary Shareholder.


 


“Transactions”
shall mean the Fiduciary Share Exchange, the Migration, the execution and
delivery of this Agreement and the distribution of Company Shares held by the
Fiduciary as set forth in Section 3.02.


 


“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).


 


“2007
Shareholders Agreement” shall mean the Amended and Restated Shareholders
Agreement to be entered into by the Company and the other parties listed on the
signature pages thereto (as the same may be amended, supplemented or modified
from time to time) concurrently with the closing of the IPO.


 


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


 


ARTICLE II



The Fiduciary Share Exchange


 


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


 


(a)           the Fiduciary shall transfer and
deliver to the Company, free and clear of all liens, security interests,
claims, charges and encumbrances of any kind (“Liens”), all GGH Common
Shares held by the Fiduciary and as set forth in Schedule I hereto. For such
purpose, the Fiduciary and the Company agree that such transfers shall be
deemed consummated and be effective as of the Closing Date and the Fiduciary
and the Company jointly empower any lawyer of Allen & Overy Luxembourg, and
any manager or officer of 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


 


4





















 


(b)           the Company shall allot, issue and
deliver to the Fiduciary, and Fiduciary shall subscribe for, the number of
Company Shares set forth in Schedule I hereto and, if requested by the
Fiduciary in writing, the Company shall deliver to the Fiduciary a duly
executed share certificate in respect of the Company Shares held by the
Fiduciary.


 


ARTICLE III



The Other Transactions


 


SECTION 3.01. Migration.
Immediately following consummation of the Big Share Exchange, the parties
hereto agree to take all necessary and appropriate actions to effectuate the
Migration.


 


SECTION 3.02. Termination
of Fiduciary Agreements. Pursuant to the Fiduciary Agreements and the
Letter Agreements, the Fiduciary Agreements terminate upon the completion of
the Migration and the Fiduciary shall distribute to the Fiduciary Shareholders the
Company Shares delivered by the Company to the Fiduciary pursuant to Article
II.


 


ARTICLE IV



The Closing


 


SECTION 4.01. Place
and Date. The Closing shall take place at the offices of Cravath, Swaine
& Moore LLP at 2pm 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.


 


ARTICLE V



Representations and Warranties


 


SECTION 5.01. Representations
and Warranties of the Fiduciary. The Fiduciary 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 GGH Common Shares. It
is the registered owner of the GGH Common Shares to be exchanged by it pursuant
to this Agreement and has good title to such
GGH Common Shares, free and clear of all Liens.


 


5





















 


(c)           Authority. It has full right,
power and authority to transfer and deliver to the Company the full legal
ownership in the GGH Common Shares to be exchanged by it pursuant to this Agreement and to consummate the Fiduciary Share
Exchange. It has duly authorized the execution and delivery of this Agreement,
the performance by it of the terms hereof and the consummation of the Fiduciary
Share Exchange. This Agreement will be the
legal, valid and binding obligation of it enforceable against it in accordance
with its terms.


 


(d)           Approvals. No action, consent
or approval by, or filing with, any Luxembourg Government Authority is required
in connection with the execution and delivery by it of this Agreement, the performance by it of the terms hereof or
the consummation by it of the Fiduciary Share Exchange.


 


(e)           No Conflicts. The execution
and delivery by it of this Agreement, the performance by it of the terms hereof
and the consummation by it of the Fiduciary Share Exchange, will not violate or
conflict with any provision of any Fiduciary Agreement, its memorandum of
association, articles of association, charter or bylaws, as applicable, any Luxembourg
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 GGH Common Shares held by it, or otherwise granting any
person any right in respect of such GGH Common Shares, as the case may be,
except for the 2005 Shareholders Agreement and, upon execution and delivery
thereof, the 2007 Shareholders Agreement, the Fiduciary Agreements and the
Stock Purchase Agreements.


 


(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 to consummate the Fiduciary 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 Fiduciary Share Exchange.


 


SECTION 5.02. Representations
and Warranties of the Company.


 


The Company
represents and warrants to the Fiduciary, 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.


 


6





















 


(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 Fiduciary Share Exchange in exchange for GGH Common 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 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, to issue and deliver to the Fiduciary the Company Shares set forth in
Schedule I, pursuant to this Agreement and
to consummate the Fiduciary Share Exchange. The Company has duly authorized the
execution and delivery of this Agreement, the performance by it of the terms
hereof and the consummation of the Fiduciary Share Exchange. This 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, the performance by it of the terms
hereof or the consummation by it of the Fiduciary Share Exchange.


 


(e)           No Conflicts. The execution
and delivery by it of this Agreement, the performance by it of the terms hereof
and the consummation by it of the Fiduciary 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.


 


7





















 


ARTICLE VI



Additional Actions


 


The Fiduciary
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
cooperate with the Company and GGH 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 Fiduciary
Share Exchange 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 Fiduciary 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 Fiduciary on
or before the Closing shall have been performed or complied with.


 


(c)           Big Share Exchange. The Big
Share Exchange shall have been duly consummated.


 


(d)           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 Fiduciary Share Exchange or the other Transactions.


 


(e)           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.


 


SECTION 7.02. Conditions
Precedent to Obligations of the Fiduciary. Notwithstanding any other
provision of this Agreement, the obligations
of the Fiduciary


 


8





















 


to consummate
the Fiduciary Share Exchange 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 Fiduciary:


 


(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 the Fiduciary 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 the Fiduciary has a reasonable probability of success on the merits and
(ii) seeks to restrain, prohibit or invalidate the Fiduciary from entering
into, or the performance by the Fiduciary of the Fiduciary Share Exchange.


 


ARTICLE VIII



Miscellaneous


 


SECTION 8.01. Stock
Purchase Agreements. The parties agree that, from the Closing Date, the
provisions of the Stock Purchase Agreements shall be deemed to be modified and
shall apply mutatis mutandis to
the Company Shares delivered by the Company to the Fiduciary pursuant to Aricle
II; it being understood that the Stock Purchase Agreements, pursuant to their
terms, will terminate upon the consummation of the IPO.


 


SECTION 8.02. 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 and shall
remain in full force and effect, regardless of any investigation made by or on
behalf of any party hereto.


 


SECTION 8.03. 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 8.04. 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.


 


9





















 


SECTION 8.05. 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:


 


If to the Company or GGH 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.

1351 Avenue of the Americas, Suite 4100

New York, NY

Attention:  Victor Guaglianone, Esq.

Facsimile:  (646) 823-0467


 


If to the Fiduciary:


 


SAL. OPPENHEIM JR. & CIE. S.C.A.

4, RUE Jean Monnet

L-2180 Luxembourg

Attention:  Serge Weyland


 


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.


 


SECTION 8.06. 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.


 


10





















 


SECTION 8.07. 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 8.08. 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 8.09. 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 8.10. Applicable
Law and Jurisdiction; Service of Process.


 


(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 8.05. Nothing in this Agreement will affect the right of any party to
this Agreement to serve process in any other
manner permitted by law.


 


11





















 


SECTION 8.11. 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 8.12. 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 8.13. 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.


 


SECTION 8.14. 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]


 


12

















 


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

  
	
   

  	
   

  



 


[Signature Page to the Fiduciary Share Exchange
Agreement]


 

















 


	
   

  	
  SAL. OPPENHEIM JR. & CIE. S.C.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


[Signature Page to the Fiduciary Share
Exchange Agreement]


 

















 


Schedule I


 


EXCHANGE RATIO


 


	
  Acc.No.

  	
   

  	
  Surname

  	
   

  	
  Given Name

  	
   

  	
  No. of Shares GGH

  	
   

  	
  No. of Shares Bermuda 

  rounded figures

  	
   

  
	
  54004

  	
   

  	
  Major

  	
   

  	
  Zoltan

  	
   

  	
  28

  	
   

  	
  5,065.0

  	
   

  
	
  54005

  	
   

  	
  Goel

  	
   

  	
  Sanjay

  	
   

  	
  1,015

  	
   

  	
  183,614.0

  	
   

  
	
  54006

  	
   

  	
  Rangarajan

  	
   

  	
  Narayanan

  	
   

  	
  28

  	
   

  	
  5,065.0

  	
   

  
	
  54007

  	
   

  	
  Iyer

  	
   

  	
  Krisnan

  	
   

  	
  19

  	
   

  	
  3,437.0

  	
   

  
	
  54008

  	
   

  	
  Pashupathi

  	
   

  	
  Kammardi Sheshadri

  	
   

  	
  8

  	
   

  	
  1,447.0

  	
   

  
	
  54010

  	
   

  	
  Kochhar

  	
   

  	
  Vikas

  	
   

  	
  8

  	
   

  	
  1,447.0

  	
   

  
	
  54011

  	
   

  	
  Sririvasan

  	
   

  	
  Srikripa

  	
   

  	
  8

  	
   

  	
  1,447.0

  	
   

  
	
  54013

  	
   

  	
  Pande

  	
   

  	
  Aditya

  	
   

  	
  32

  	
   

  	
  5,789.0

  	
   

  
	
  54013

  	
   

  	
  Vaid

  	
   

  	
  Rajeev

  	
   

  	
  130

  	
   

  	
  21,708.0

  	
   

  
	
  54014

  	
   

  	
  Chhabra

  	
   

  	
  Nitin

  	
   

  	
  9

  	
   

  	
  1,628.0

  	
   

  
	
  54015

  	
   

  	
  ICE Enterprise Solutions BV

  	
   

  	
  (BO: Cok Volgering)

  	
   

  	
  5,002

  	
   

  	
  904,862.0

  	
   

  
	
  54015

  	
   

  	
  ICE Enterprise Solutions BV

  	
   

  	
  (BO: Rein van de Horst)

  	
   

  	
  555

  	
   

  	
  100,400.0

  	
   

  
	
  54016

  	
   

  	
  Van Putten Holding BV

  	
   

  	
  (BO: Jan van Putten)

  	
   

  	
  449

  	
   

  	
  81,224.0

  	
   

  
	
  54017

  	
   

  	
  BVA Investment Group BV

  	
   

  	
  (BO: Bob van Amelsvoort)

  	
   

  	
  266

  	
   

  	
  48,119.0

  	
   

  
	
  54018

  	
   

  	
  Hippo BV

  	
   

  	
  (BO: Rein van de Horst)

  	
   

  	
  189

  	
   

  	
  34,190.0

  	
   

  
	
  54019

  	
   

  	
  Abra Holding BV

  	
   

  	
  (BO: Bram van Straalen)

  	
   

  	
  204

  	
   

  	
  36,904.0

  	
   

  
	
  54020

  	
   

  	
  Langerhuizen Holding BV

  	
   

  	
  (BO: Jim Langerhuizen)

  	
   

  	
  368

  	
   

  	
  66,571.0

  	
   

  
	
  54021

  	
   

  	
  Schenk Holding BV

  	
   

  	
  (BO: Michel Schenk)

  	
   

  	
  368

  	
   

  	
  66,571.0

  	
   

  
	
  54022

  	
   

  	
  Blijdenstein

  	
   

  	
  Mino

  	
   

  	
  191

  	
   

  	
  34,552.0

  	
   

  
	
  54023

  	
   

  	
  Banchet

  	
   

  	
  Thierry

  	
   

  	
  111

  	
   

  	
  20,080.0

  	
   

  
	
  54024

  	
   

  	
  Lopez

  	
   

  	
  Manuel

  	
   

  	
  64

  	
   

  	
  11,578.0

  	
   

  
	
  54025

  	
   

  	
  van de Horst

  	
   

  	
  Reinier Albert

  	
   

  	
  206

  	
   

  	
  37,265.0

  	
   

  
	
  54026

  	
   

  	
  Bahl

  	
   

  	
  Devesh

  	
   

  	
  9

  	
   

  	
  1,628.0

  	
   

  
	
  54027

  	
   

  	
  Freeman

  	
   

  	
  Frank

  	
   

  	
  350

  	
   

  	
  63,315.0

  	
   

  
	
  54028

  	
   

  	
  Sathappan

  	
   

  	
  Vish

  	
   

  	
  80

  	
   

  	
  14,472.0

  	
   

  
	
  54029

  	
   

  	
  Singh

  	
   

  	
  Simar D.

  	
   

  	
  9

  	
   

  	
  1,628.0

  	
   

  
	
  54030

  	
   

  	
  Paolillo

  	
   

  	
  Regina

  	
   

  	
  300

  	
   

  	
  54,270.0

  	
   

  
	
  54035

  	
   

  	
  Saigal

  	
   

  	
  Vineet

  	
   

  	
  9

  	
   

  	
  1,628.0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  10,005

  	
   

  	
  1,809,904.0

  	
   

  
	
   

  	
   

  	
  Exchange Ratio

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  180.9