ExlService Holdings, Inc. Shares 1 Common Stock ($ par value) Underwriting AgreementExlService Holdings, Inc. • October 4th, 2006 • Services-business services, nec • New York
ExlService Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [•] shares of common stock, $0.001 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [•] additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Certain terms used in this A
EXLSERVICE HOLDINGS, INC. 2006 OMNIBUS AWARD PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • October 4th, 2006 • ExlService Holdings, Inc. • Services-business services, nec • Delaware
THIS OPTION AGREEMENT (the “Agreement”), dated as of , 20 (the “Date of Grant”), is made by and between ExlService Holdings, Inc., a Delaware corporation (the “Company”), and (“Participant”).
EXLSERVICE HOLDINGS, INC. 2006 OMNIBUS INDIA SUB PLAN 2 RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 4th, 2006 • ExlService Holdings, Inc. • Services-business services, nec • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated as of , 2006 (the “Date of Grant”), is made by and between ExlService Holdings, Inc., a Delaware corporation (the “Company”), and (“Participant”).
EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • October 4th, 2006 • ExlService Holdings, Inc. • Services-business services, nec • New York
EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”) dated as of September 30, 2006 (the “Effective Date”), by and among EXLSERVICE HOLDINGS, INC., a Delaware corporation (“Holdings” or the “Company”, and together with any subsidiaries of Holdings, the “Companies”), and Rohit Kapoor (the “Executive”).
ExlService Holdings, Inc. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • October 4th, 2006 • ExlService Holdings, Inc. • Services-business services, nec • New York
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), is made, effective as of the day of (hereinafter the “Date of Grant”), between ExlService Holdings, Inc., a Delaware corporation, (the “Company”), and (the “Participant”).
AGREEMENT AND PLAN OF MERGER amongst EXLSERVICE HOLDINGS, INC., EXLSERVICE MERGER SUB INC., INDUCTIS, INC., SANDEEP TYAGI, Individually and as Representative, and THE MAJOR STOCKHOLDERS PARTY HERETOAgreement and Plan of Merger • October 4th, 2006 • ExlService Holdings, Inc. • Services-business services, nec • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 30, 2006, among EXLSERVICE HOLDINGS, INC., a Delaware corporation (“Parent”). EXLSERVICE MERGER SUB, INC., a Delaware corporation (“Merger Sub”), INDUCTIS, INC., a Delaware corporation (the “Company”), the Representative (as defined below) and the individuals executing this Agreement as Major Stockholders (each, a “Major Stockholder”).
EXLSERVICE HOLDINGS, INC. 2003 STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENT2003 Stock Option Plan • October 4th, 2006 • ExlService Holdings, Inc. • Services-business services, nec • New York
THIS OPTION AGREEMENT (the “Agreement”), dated as of March 1, 2004 (the “Date of Grant”), is made by and between ExlService Holdings, Inc., a Delaware corporation (the “Company”), and Shiv kumar Nerur Thiagarajan (the “Participant”).
EXLSERVICE HOLDINGS, INC. 2006 OMNIBUS AWARD PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • October 4th, 2006 • ExlService Holdings, Inc. • Services-business services, nec • Delaware
THIS OPTION AGREEMENT (the “Agreement”), dated as of July 27, 2006 (the “Date of Grant”), is made by and between ExlService Holdings, Inc., a Delaware corporation (the “Company”), and Rohit Kapoor (“Participant”).
EXLSERVICE HOLDINGS, INC. 2003 STOCK OPTION PLAN AMENDED AND RESTATED NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • October 4th, 2006 • ExlService Holdings, Inc. • Services-business services, nec • New York
THIS AMENDED AND RESTATED OPTION AGREEMENT (the “Agreement”), dated as of July 27, 2006, is made by and between ExlService Holdings, Inc., a Delaware corporation (the “Company”), and Amit Shashank (the “Participant”, and is an amendment and restatement of the Nonqualified Stock Option Agreement (the “Original Agreement” between the Company and the Participant dated as of June 1, 2005 (the “Date of Grant”).
EXLSERVICE HOLDINGS, INC. 2006 OMNIBUS AWARD PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 4th, 2006 • ExlService Holdings, Inc. • Services-business services, nec • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated as of July 27, 2006 (the “Date of Grant”), is made by and between ExlService Holdings, Inc., a Delaware corporation (the “Company”), and Vikram Talwar (“Participant”).
EXLSERVICE HOLDINGS, INC.Letter Agreement • October 4th, 2006 • ExlService Holdings, Inc. • Services-business services, nec • New York
EXLSERVICE HOLDINGS, INC. 2003 STOCK OPTION PLAN AMENDED AND RESTATED NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • October 4th, 2006 • ExlService Holdings, Inc. • Services-business services, nec • New York
THIS AMENDED AND RESTATED OPTION AGREEMENT (the “Agreement”), dated as of July 27, 2006, is made by and between ExlService Holdings, Inc., a Delaware corporation (the “Company”), and Amit Shashank (the “Participant”), and is an amendment and restatement of the Nonqualified Stock Option Agreement (the “Original Agreement”) between the Company and the Participant dated as of June 7, 2004 (the “Date of Grant”).
EXLSERVICE HOLDINGS, INC.ExlService Holdings, Inc. • October 4th, 2006 • Services-business services, nec
Reference is made to the Underwriting Agreement dated , 2006 (the “Underwriting Agreement”) between ExlService Holdings, Inc. (the “Company”) and the Underwriters listed in Schedule I to the Underwriting Agreement. All capitalized terms used but not otherwise defined herein shall have the meanings given them in the Underwriting Agreement.
