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 • September 18th, 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”).
Norwich Union Customer Services (Singapore) Pte LtdSale and Purchase Agreement • September 18th, 2006 • ExlService Holdings, Inc. • Services-business services, nec
Pursuant to a Virtual Shareholders Agreement (“VSA”) dated 26th August 2004 and made between NUCSS, EXL Inc. EXL India and NCOP, it was agreed that NUCSS would have the option of purchasing all the Shares of NCOP from EXL Inc by giving six months’ notice of its intention to do so. Pursuant to clause 10 of the VSA, such notice is not to be given less than 30 months after the date of an insurance Services Framework Agreement (“ISFA”) dated 26th August 2004 and made between NUCSS and EXL Inc unless that ISFA has been terminated earlier by NUCSS according to clause 15 thereof. Clause 11 of the VSA gives EXL Inc the option of requiring NUCSS to purchase the shares of NCOP where EXL Inc has terminated the ISFA pursuant to clause 15 aforesaid. Where NUCSS is to acquire the shares in NCOP, whether as a result of the exercise of the option by it or by EXL Inc. the sale of those shares shall be concluded in accordance with a Share Sale & Purchase Agreement ((“SSPA”) to be entered into by the par
COMPANY HOLDER AGREEMENTCompany Holder Agreement • September 18th, 2006 • ExlService Holdings, Inc. • Services-business services, nec • New York
COMPANY HOLDER AGREEMENT (this “Company Holder Agreement”), dated as of June 30, 2006, among the holders of Class C-1 Common Stock, Class C-2 Common Stock (such stock, collectively, the “Company Common Stock”), the holders of options to purchase Company Common Stock (together with holders of Company Common Stock, the “Company Holders”), ExlService Holdings, Inc., a Delaware corporation, (“Parent”), ExlService Merger Sub Inc., a Delaware corporation (“Merger Sub”) and Inductis, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
