COMPANY HOLDER AGREEMENT

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).

WHEREAS, Parent, Merger Sub, the Company and several stockholders of the Company have entered into an Agreement and Plan of Merger (the Merger Agreement) pursuant to which Merger Sub will be merged with and into the Company (the Merger), with the Company as the surviving corporation in the Merger (the Surviving Corporation).

WHEREAS, pursuant to the Merger Agreement, Parent will issue certain shares of Parent Common Stock to Company Holders as of the Effective Time and pay such Company Holders cash subject to the terms of, and as set forth in, the Merger Agreement. At the time of issuance, the Parent Common Stock to be received by the Company Holders will not have been registered under the Securities Act of 1933, as amended (the Securities Act), in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act or Regulation D promulgated thereunder.

WHEREAS, it is a condition to the consummation of the Merger that each Company Shareholder execute and deliver this Company Holder Agreement. To induce Parent, Merger Sub and the Company to consummate the Merger, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

Affiliate shall mean as to any Person (a) any Person which directly or indirectly controls, is controlled by, or is under common control with such Person, and (b) any Person who is a director, officer, partner or principal of such Person or of any Person which directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, control of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by ownership of Voting Stock, by contract or otherwise.

Board shall mean the Board of Directors of the Parent as from time to time hereafter constituted.

Cause shall mean as defined in any then existing employment, consulting or any other agreement between any Company Holder and the Parent or an Affiliate or, in the absence of such an employment, consulting or other agreement, the Parent or an Affiliate having cause to terminate any Company Holders employment or service upon (i) the good faith determination by the Board that such Company Holder has ceased to perform his duties to the Parent or an Affiliate (other than as a result of his incapacity due to physical or mental illness or injury), which failure amounts to an intentional and extended neglect of his duties to such party, provided that no such failure shall constitute Cause unless such Company Holder has been given notice of such failure (if cure is reasonably possible) and has not cured such act or omission within 15 days following receipt of such notice, (ii) the Boards good faith determination that such Company Holder has engaged or is about to engage in conduct materially injurious to the Parent or an Affiliate, (iii) such Company Holder having been convicted of, or plead guilty or no contest to, a felony or any crime involving as a material element fraud or dishonesty or (iv) the consistent failure of such Company Holder to follow the lawful instructions of the Board or his direct superiors, which failure amounts to an intentional and extended neglect of his duties to such party.

Change of Control means (i) the acquisition by any Person or any group of Persons (other than Oak Hill) acting together which would constitute a group (a Group) for purposes of Section 13(d) of the Securities and Exchange Act of 1934, as amended (the Exchange Act), or any successor provisions thereto, of beneficial ownership of at least 50% of the aggregate Voting Stock of all classes of voting securities of the Parent, (ii) the reorganization, merger or consolidation of the Parent with respect to which all of the Persons who were the respective beneficial owners of the Voting Stock of the Parent immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of the aggregate Voting Stock of the Parent resulting from such reorganization, merger or consolidation or (iii) the direct or indirect sale or other disposition, in one or a series of transactions, of assets representing all or substantially all of the assets of the Parent to any Person or Group.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC