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Exhibit
10.7
FIRST
AMENDMENT
TO
UNIT PURCHASE
OPTION
This Amendment Agreement
(this “ Agreement ”) is entered into with
respect to the Unit Purchase Option for the purchase of 1,562,500
Units of Global BPO Services Corp., (the “ Company
”) dated October 23, 2007 (the “ Purchase
Option ”), by and between Global BPO Services Corp., and
Deutsche Bank Securities Inc. (“ Deutsche Bank
”), on behalf of Robert W. Baird & Co. (“
Baird ”) or either of their designees (together with
Deutsche Bank and Baird, the “ Holders ”).
Capitalized terms herein not otherwise defined herein shall have
the meanings ascribed to them in the Purchase Option.
WHEREAS, Section 3.1 of
the Purchase Option prohibits the transfer or sale of the Purchase
Option for a period of one year from the Effective Date to anyone
other than Deutsche Bank, Baird or an underwriter or selected
dealer in connection with the initial public offering of the
Company, or an officer or partner of Deutsche Bank, Baird or any of
such underwriter or selected dealer;
WHEREAS, Company now desires
to purchase from the Holders and the Holders now desire to sell to
the Company the Purchase Option for an aggregate price of $100;
and
WHEREAS, pursuant to
Section 9.1 of the Purchase Option, the Purchase Option may be
amended upon the written consent of the parties.
NOW, THEREFORE, in
consideration good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. The Purchase Option is
amended as follows:
(a) The cover page caption of
the Purchase Option is deleted in its entirety and the following
substituted in its place:
THE REGISTERED HOLDER OF THIS PURCHASE
OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL,
TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED
AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT
WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS
PURCHASE OPTION FOR A PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE
DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) DEUTSCHE BANK
SECURITIES INC., ROBERT W. BAIRD & CO. OR AN UNDERWRITER
OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED
BELOW), (II) A BONA FIDE OFFICER OR PARTNER OF DEUTSCHE BANK
SECURITIES INC., ROBERT W. BAIRD
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