Vikas Bhalla - 17 Feb 2023 Form 4 Insider Report for ExlService Holdings, Inc. (EXLS)

Footnote F1

Restricted stock units of ExlService Holdings, Inc. (the "Company") convert into common stock, par value $0.001 per share (the "Common Stock") on a one-for-one basis.

Footnote F2

The reporting person's restricted stock units reported in this report vested on February 17, 2023. Under the Company's 2018 Amendment and Restatement of the 2006 Omnibus Award Plan, pursuant to which such restricted stock units were granted, the closing price of the Common Stock on the Nasdaq Global Select Market on the preceding day is used for purposes of computing tax reporting and withholding.

Footnote F3

The reporting person's restricted stock units reported in this report vested on February 19, 2023. Pursuant to the ExlService Holdings, Inc. 2018 Omnibus Incentive Plan, pursuant to which such restricted stock units were granted, the closing price of the Common Stock on the Nasdaq Global Select Market on the preceding day is used for purposes of computing tax reporting and withholding.

Footnote F4

The reporting person's restricted stock units reported in this report vested on February 20, 2023. Pursuant to the ExlService Holdings, Inc. 2018 Omnibus Incentive Plan, pursuant to which such restricted stock units were granted, the closing price of the Common Stock on the Nasdaq Global Select Market on the preceding day is used for purposes of computing tax reporting and withholding.

Footnote F5

On February 17, 2021, the reporting person was granted 7,340 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date. 25 percent of the restricted stock units became vested on February 17, 2022, an additional twenty-five percent of the restricted stock units became vested on February 17, 2023, an additional twenty-five percent of the restricted stock units will vest on February 17, 2024, and the remaining balance of twenty-five percent of the restricted stock units will vest on February 17 2025.

Footnote F6

On February 19, 2020, the reporting person was granted 8,300 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date. 25 percent of the restricted stock units became vested on February 19, 2021, an additional 25 percent of the restricted stock units became vested on February 19, 2022, an additional 25 percent of the restricted stock units became vested on February 19, 2023, and the remaining balance of 25 of the restricted stock units will vest on February 19, 2024.

Footnote F7

On February 20, 2019, the reporting person was granted 6,830 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date. 25 percent of the restricted stock units became vested on February 20, 2020, an additional 25 percent of the restricted stock units became vested on February 20, 2021, an additional 25 percent of the restricted stock units will vest on February 20, 2022, and the remaining balance of 25 percent of the restricted stock units became vested on on February 20, 2023.