0001193125-04-207482 Sample Contracts

EMPLOYMENT CONTRACT
Employment Contract • December 6th, 2004 • ExlService Holdings, Inc.

Subsequent to the meetings between exl Service.com(I) Pvt. Ltd. and you, we are pleased to make an offer of employment on the following terms and conditions:

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EMPLOYMENT CONTRACT
Employment Agreement • December 6th, 2004 • ExlService Holdings, Inc.

Subsequent to the meetings between exl Service.com (l) Pvt. Ltd. and you, we are pleased to make an offer of employment on the following terms and conditions:

STOCK AND NOTE PURCHASE AGREEMENT by and among EXLSERVICE HOLDINGS, INC. OAK HILL CAPITAL PARTNERS, L.P. OAK HILL CAPITAL MANAGEMENT PARTNERS, L.P. FINANCIAL TECHNOLOGY VENTURES (Q), L.P. VIKRAM TALWAR and ROHIT KAPOOR
Stock and Note Purchase Agreement • December 6th, 2004 • ExlService Holdings, Inc. • New York

STOCK AND NOTE PURCHASE AGREEMENT, dated as of December 13, 2002 (this “Agreement”), by and among ExlService Holdings, Inc., a Delaware corporation (the “Company”), Oak Hill Capital Partners, L.P., a Delaware limited partnership (“OHCP”), Oak Hill Capital Management Partners, L.P., a Delaware limited partnership (“OHCMP”, and, together with OHCP, “Oak Hill”), Financial Technology Ventures (Q), L.P., a Delaware limited partnership, and certain of its affiliates which are signatories hereto (collectively, “FT”), Vikram Talwar, an individual, Rohit Kapoor, an individual (together, “Senior Management”, and, collectively, with Oak Hill, FT and Senior Management, the “Investors”), for the purchase by the Investors of certain securities of the Company as described below.

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