X0306 4 2020-02-19 0 0001297989 ExlService Holdings, Inc. EXLS 0001472650 Nicolelli Maurizio 320 PARK AVENUE NEW YORK NY 10022 0 1 0 0 Executive Vice President & CFO Restricted Stock Units 2020-02-19 4 A 0 4365 0 A 2030-02-19 Common Stock, par value $0.001 per share 4365 4365 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 19, 2021. 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 19, 2020 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. Oseni is the Company's Head of Administration and Accounts. /s/ Lazbart Oseni, Attorney-in-Fact 2020-02-21