X0306 4 2019-02-20 0 0001297989 ExlService Holdings, Inc. EXLS 0001465521 Chhibbar Vishal 280 PARK AVENUE NEW YORK NY 10017 0 1 0 0 EVP & CFO Restricted Stock Units 2019-02-20 4 A 0 7085 0 A 2029-02-20 Common Stock, par value $0.001 per share 7085 7085 D Each restricted stock unit represents a contingent right to receive one share of the Company's common stock upon settlement. The restricted stock units will vest in four equal annual installments, beginning on February 20, 2020. Vesting will be accelerated upon certain termination of employment events and upon a "Change in Control" (as defined in the ExlService Holdings, Inc. 2018 Omnibus Incentive Plan). Note: On February 20, 2019 the reporting person was also granted performance-based restricted stock units that are subject to material conditions beyond the reporting person's control, and, therefore, not considered derivative securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and excluded from this report. Mr. Ayyappan is the Company's Senior Vice President & General Counsel/Corporate Secretary. /s/ Ajay Ayyappan, Attorney-in-Fact 2019-02-22