OF BUYERS TO:
A)
AMEND OR OTHERWISE CHANGE ITS MEMORANDUM OR
ARTICLES OF INCORPORATION OR ASSOCIATION OR THE BYLAWS OR EQUIVALENT
ORGANIZATIONAL DOCUMENTS, EXCEPT THE CHANGE OF NAME OF THE ADMINISTRATOR TO
GENPACT ADMINISTRACIONES-GUATEMALA, S.A., WHICH CHANGE IS EXPRESSLY AGREED IN
THIS AGREEMENT AND WILL BE COMPLETED BY SELLERS AS SOON AS PRACTICABLE BUT NO
LATER THAN SEPTEMBER 30TH, AND IF CLOSING TAKES PLACE BEFORE THE CHANGE OF NAME
IS COMPLETED, THE BUYERS SHALL CAUSE THE ADMINISTRATOR TO COMPLETE THE CHANGE OF
NAME PROCESS;
B)
ADOPT A PLAN OR AGREEMENT OF LIQUIDATION,
DISSOLUTION, MERGER, CONSOLIDATION, RESTRUCTURING, RECAPITALIZATION OR OTHER
REORGANIZATION;
C)
ISSUE, SELL, PLEDGE, DISPOSE OF, ENCUMBER,
OR, AUTHORIZE THE ISSUANCE, SALE, PLEDGE, DISPOSITION, GRANT OR ENCUMBRANCE OF
(I) ANY SHARES OR CAPITAL STOCK OF ANY CLASS, OR ANY OPTIONS, WARRANTS,
CONVERTIBLE SECURITIES OR OTHER RIGHTS OF ANY KIND TO ACQUIRE
17
ANY SHARES OR CAPITAL STOCK, OR ANY OTHER OWNERSHIP INTEREST, OF IT OR (II) ANY
OF ITS ASSETS, TANGIBLE OR INTANGIBLE;
D)
DECLARE, SET ASIDE, MAKE OR PAY ANY DIVIDEND
OR OTHER DISTRIBUTION, PAYABLE IN CASH, STOCK, SHARES, PROPERTY OR OTHERWISE,
WITH RESPECT TO ANY OF ITS SHARES OR CAPITAL STOCK;
E)
RECLASSIFY, COMBINE, SPLIT, SUBDIVIDE OR
REDEEM, PURCHASE OR OTHERWISE ACQUIRE, DIRECTLY OR INDIRECTLY, ANY OF ITS SHARES
OR CAPITAL STOCK;
F)
PERMIT EITHER OF THE ACQUIRED COMPANIES TO
(I) ACQUIRE (INCLUDING, WITHOUT LIMITATION, FOR CASH OR SHARES OF STOCK, BY
MERGER, CONSOLIDATION OR ACQUISITION OF STOCK, SHARES OR ASSETS) ANY INTEREST IN
ANY CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER BUSINESS
ORGANIZATION OR DIVISION THEREOF OR ANY ASSETS, OR MAKE ANY INVESTMENT EITHER BY
PURCHASE OF STOCK, SHARES OR SECURITIES, CONTRIBUTIONS OF CAPITAL OR PROPERTY
TRANSFER, OR, EXCEPT IN THE ORDINARY COURSE OF BUSINESS PURCHASE ANY PROPERTY OR
ASSETS OF ANY OTHER PERSON, (II) INCUR ANY INDEBTEDNESS FOR BORROWED MONEY OR
ISSUE ANY DEBT SECURITIES OR ASSUME, GUARANTEE OR ENDORSE OR OTHERWISE AS AN
ACCOMMODATION BECOME RESPONSIBLE FOR, THE OBLIGATIONS OF ANY PERSON, OR MAKE ANY
LOANS OR ADVANCES, (III) SELL, DISPOSE OF OR ENCUMBER ANY OF ITS ASSETS,
TANGIBLE OR INTANGIBLE, OR (IV) ENTER INTO ANY CONTRACT OTHER THAN IN THE
ORDINARY COURSE OF BUSINESS OR NECESSARY FOR ITS BUSINESS;
G)
ENTER INTO ANY CONTRACT RELATING TO THE
BUSINESS, OTHER THAN SUCH CONTRACTS THAT ARE ENTERED INTO IN THE ORDINARY COURSE
OF BUSINESS OR SUCH CONTRACTS THAT ARE EXPRESSLY DESCRIBED IN THE OTHER
TRANSACTION DOCUMENTS, ON TERMS AND CONDITIONS ACCEPTABLE TO BUYERS IN THEIR
SOLE DISCRETION;
H)
MODIFY, AMEND OR TERMINATE ANY CONTRACT
CURRENTLY IN FORCE OR TO BE ENTERED INTO AS EXPRESSLY DESCRIBED IN THE OTHER
TRANSACTION DOCUMENTS EXCEPT IN THE ORDINARY COURSE OF BUSINESS;
I)
MAKE ANY CAPITAL EXPENDITURES, OR
COMMITMENTS FOR SUCH CAPITAL EXPENDITURES EXCEPT IN AN AMOUNT LESS THEN $10,000
(TEN THOUSAND DOLLARS) IN EACH INDIVIDUAL CASE OR LESS THAN $50,000 (FIFTY
THOUSAND DOLLARS) IN THE AGGREGATE;
J)
MAKE ANY LOANS OR ADVANCES OF BORROWED
MONEY OR CAPITAL CONTRIBUTIONS TO, OR EQUITY INVESTMENTS IN, ANY OTHER PERSON,
OTHER THAN EXTENSIONS