EXLS

SEC source: 0001144204-16-124925 · v449221_4.xml · derivative · entry 8

Kapoor Rohit · CIK 0001373630 · Director · CEO & Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 88,864

Underlying: Common Stock, par value $0.001 per share · 11,136 shares

Expires 2018-01-23

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: On September 20, 2016 the reporting person exercised previously issued options to purchase an aggregate of 11,136 shares of common stock of ExlService Holdings, Inc.

F10 · derivative.exercise_date: 88,864 of these options were fully vested and exercisable.

SEC source: 0001144204-16-124925 · v449221_4.xml · nonDerivative · entry 2

Kapoor Rohit · CIK 0001373630 · Director · CEO & Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 295,685

F3 · kind: This sale was made pursuant to a 10b5-1 plan previously entered into by the reporting person.

F4 · price: This transaction was executed in multiple trades at prices ranging from $50.50 to $50.76 per share. The price reported above reflects the weighted average purchase price on the date indicated. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

F2 · ownership.direct: Owned by Rohit Kapoor.

SEC source: 0001144204-16-124925 · v449221_4.xml · nonDerivative · entry 1

Kapoor Rohit · CIK 0001373630 · Director · CEO & Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 306,821

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: On September 20, 2016 the reporting person exercised previously issued options to purchase an aggregate of 11,136 shares of common stock of ExlService Holdings, Inc.

F2 · ownership.direct: Owned by Rohit Kapoor.

SEC source: 0001144204-16-124604 · v449069_4.xml · derivative · entry 10

Kapoor Rohit · CIK 0001373630 · Director · CEO & Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,000,000

Underlying: Common Stock, par value $0.001 per share · 50,000 shares

Expires 2018-01-23

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · kind: On September 16, 2016 the reporting person exercised previously issued options to purchase an aggregate of 50,000 shares of common stock of ExlService Holdings, Inc.

F9 · derivative.exercise_date: 100,000 of these options were fully vested and exercisable.

SEC source: 0001144204-16-124604 · v449069_4.xml · nonDerivative · entry 4

Kapoor Rohit · CIK 0001373630 · Director · CEO & Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 295,685

F3 · kind: This sale was made pursuant to a 10b5-1 plan previously entered into by the reporting person.

F1 · ownership.direct: Owned by Rohit Kapoor.

SEC source: 0001144204-16-124604 · v449069_4.xml · nonDerivative · entry 3

Kapoor Rohit · CIK 0001373630 · Director · CEO & Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 345,685

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · kind: On September 16, 2016 the reporting person exercised previously issued options to purchase an aggregate of 50,000 shares of common stock of ExlService Holdings, Inc.

F1 · ownership.direct: Owned by Rohit Kapoor.

SEC source: 0001144204-16-123443 · v448550_4.xml · nonDerivative · entry 1

Bhalla Vikas · CIK 0001373633 · EVP & Head of Outsourcing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2

F1 · kind: This sale was made pursuant to a 10b5-1 plan previously entered into by the reporting person.

SEC source: 0001144204-16-137981 · v454427_4a.xml · derivative · entry 1

Sahney Nitin · CIK 0001505567 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,992

Underlying: Common Stock, par value $0.001 per share · 1,946 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of the Company's common stock upon settlement.

F2 · derivative.exercise_date: The restricted stock units vest upon the earlier of (i) the first anniversary of the date of grant, (ii) the date on which the reporting person's term as a member of the Board of Directors of ExlService Holdings, Inc. (the "Board") expires if the reporting person is not subsequently elected to a new term on the Board, (iii) a change in control (the "Vesting Date") and (iv) the occurrence of a "Change in Control", as defined in the ExlService Holdings, Inc. 2015 Amendment and Restatement of the 2006 Omnibus Award Plan (the "Plan"), and such awards settle upon the earlier of (i) the reporting person's death, (ii) the occurrence of a "Change of Control", as defined in the Plan and (iii) 180 days following the end of the reporting person's term on the Board.

F2 · derivative.expiration_date: The restricted stock units vest upon the earlier of (i) the first anniversary of the date of grant, (ii) the date on which the reporting person's term as a member of the Board of Directors of ExlService Holdings, Inc. (the "Board") expires if the reporting person is not subsequently elected to a new term on the Board, (iii) a change in control (the "Vesting Date") and (iv) the occurrence of a "Change in Control", as defined in the ExlService Holdings, Inc. 2015 Amendment and Restatement of the 2006 Omnibus Award Plan (the "Plan"), and such awards settle upon the earlier of (i) the reporting person's death, (ii) the occurrence of a "Change of Control", as defined in the Plan and (iii) 180 days following the end of the reporting person's term on the Board.

F3 · balance_after: The reporting person's Form 4 filed on June 21, 2016 inadvertently understated the amount of derivative securities directly held by the reporting person by 70 shares.

SEC source: 0001144204-16-124604 · v449069_4.xml · nonDerivative · entry 2

Kapoor Rohit · CIK 0001373630 · Director · CEO & Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 295,685

F1 · ownership.direct: Owned by Rohit Kapoor.

SEC source: 0001144204-16-124604 · v449069_4.xml · nonDerivative · entry 1

Kapoor Rohit · CIK 0001373630 · Director · CEO & Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 295,885

F1 · ownership.direct: Owned by Rohit Kapoor.

SEC source: 0001144204-16-137982 · v454426_4.xml · derivative · entry 1

MITTAL SOM · CIK 0001591481 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,874

Underlying: Common Stock, par value $0.001 per share · 2,853 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of the Company's common stock upon settlement.

F2 · derivative.exercise_date: The restricted stock units vest upon the earlier of (i) the first anniversary of the date of grant, (ii) the end of the reporting person's term on the Board of Directors of ExlService Holdings, Inc. (the "Board") if such person is not subsequently elected to a new term on the Board, and (iii) the occurrence of a "Change in Control", as defined in the ExlService Holdings, Inc. 2015 Amendment and Restatement of the 2006 Omnibus Award Plan (the "Plan"), and such awards settle upon the earlier of (i) the reporting person's death, (ii) the occurrence of a "Change of Control", as defined in the Plan and (iii) 180 days following the end of the reporting person's term on the Board.

F2 · derivative.expiration_date: The restricted stock units vest upon the earlier of (i) the first anniversary of the date of grant, (ii) the end of the reporting person's term on the Board of Directors of ExlService Holdings, Inc. (the "Board") if such person is not subsequently elected to a new term on the Board, and (iii) the occurrence of a "Change in Control", as defined in the ExlService Holdings, Inc. 2015 Amendment and Restatement of the 2006 Omnibus Award Plan (the "Plan"), and such awards settle upon the earlier of (i) the reporting person's death, (ii) the occurrence of a "Change of Control", as defined in the Plan and (iii) 180 days following the end of the reporting person's term on the Board.

F3 · balance_after: The reporting person's Form 4 filed on June 24, 2015 inadvertently understated the amount of derivative securities directly held by the reporting person by one share, which amount was also not included in the subsequent Form 4 filed by the reporting person.