MERGER AGREEMENT by and among EXLSERVICE HOLDINGS, INC., a Delaware corporation, F&A BPO MERGER SUB, INC., a Delaware corporation BUSINESS PROCESS OUTSOURCING, INC., a Cayman Islands exempted company, and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as...Merger Agreement • June 6th, 2011 • ExlService Holdings, Inc. • Services-business services, nec • Delaware
THIS MERGER AGREEMENT (this “Agreement”) is made and entered into as of April 30, 2011, by and among: (a) ExlService Holdings, Inc., a Delaware corporation (“Parent”), (b) F&A BPO Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); (c) Business Process Outsourcing, Inc., a Cayman Islands exempted company (the “Company”); and (d) Shareholder Representative Services LLC, solely in its capacity as representative of the Effective Time Holders (the “Company Agent”). Certain other capitalized terms used in this Agreement are defined in Exhibit A.
