Exhibit 99.1
EXECUTION COPY
This STOCK REPURCHASE AGREEMENT,
dated October 25, 2006 (this “ Agreement
”), by and among ExlService Holdings, Inc., a Delaware
corporation (the “ Company ”), and the holders
of Series A Preferred Stock, par value $0.001 per share, of the
Company (the “ Preferred Stock ”), listed on
Schedule I hereto (the “ Selling Stockholders
”).
WHEREAS, the Company is in the
process of consummating an initial public offering (the “
Public Offering ”) of its shares of common stock,
pursuant to the Securities Act of 1933; and
WHEREAS, the Company intends to use
a portion of the proceeds from the Public Offering to repurchase
all of its outstanding shares of Preferred Stock;
NOW, THEREFORE, in consideration of
the mutual covenants and agreements set forth herein and for good
and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE I
REPURCHASE
1.1 Share Repurchase . Upon
consummation of the Public Offering, (the “ Repurchase
Date ”), and effective solely upon such consummation and
the other terms of this Agreement, each Selling Stockholder agrees
to sell, and the Company agrees to repurchase, the number of shares
of Preferred Stock set forth opposite such Selling
Stockholder’s name on Schedule I hereto (with respect
to each Selling Stockholder, such Selling Stockholder’s
“ Repurchased Shares ”).
1.2 Consideration . The
aggregate consideration payable by the Company for the Repurchased
Shares (the “ Repurchase Price ”) shall equal
the applicable Liquidation Preference (as defined in the
Company’s Amended and Restated Certificate of Incorporation),
including accrued and unpaid dividends, of such Repurchased Shares
as of the Repurchase Date. The applicable Repurchase Price shall be
payable to each Selling Stockholder upon receipt by the Company of
the share certificates representing such Selling
Stockholders’ Repurchased Shares and all other documents
evidencing the Selling Stockholder’s ownership of the
Repurchased Shares, properly endorsed by the Selling Stockholder
for transfer to the Company or accompanied by properly executed
assignments to the Company in proper form, together with transfer
tax stamps, if any. Payment of the applicable Repurchase Price
shall be made by wire transfer to those Selling Stockholders who
have provided wire transfer instructions to the Company at least 2
business days prior to the Repurchase Date or by check.
1.3 Cessation of Rights .
Unless there shall have been a default in payment by the Company of
the Repurchase Price, all rights of the Selling Stockholders to the
Repurchased Shares shall cease with respect to such shares from and
after the Repurchase Date and the Selling Stockholders shall cease
to be stockholders of the Company with respect to such Repurchased
Shares and shall be entitled only to receive the applicable
Repurchase Price, without interest, upon surrender of the share
certificates representing such Repurchased Shares and other
documents as provided in Section 1.2 above.
ARTICLE II
REPRESENTATIONS AND
WARRANTIES
2.1 Representations and
Warranties of the Parties . The Company represents to each
Selling Stockholder and each Selling Stockholder represents,
severally, and not jointly, to the Company that:
(a) such party has the full power
and authority to enter into, execute and deliver this Agreement and
to perform the transactions contemplated hereby and, if such party
is not a natural person, such party is duly incorporated or
organized and existing under the laws of the jurisdiction of its
incorporation or organization;
(b) the execution and delivery by
such party of this Agreement and the performance by such party of
the transactions contemplated hereby have been duly authorized by
all necessary corporate or other action of such party;
(c) assuming the due authorization,
execution and delivery hereof by the other parties, this Agreement
constitutes the legal, valid and binding obligation of such party,
enforceable against such party in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights generally; and
(d) the execution, delivery and
performance of this Agreement by such party and the consummation of
the transactions contemplated hereby will not, (i) violate any
provision of the organizational or governance documents of such
party, (ii) require such party to obtain any consent, approval
or action of, or make any filing with or give any notice to, any
governmental authority in such party’s country of
organization or any other person pursuant to any instrument,
contract or other agreement to which such party is a party or by
which such party is bound, other than any such consent, approval,
action or filing that has already duly obtained or made,
(iii) conflict with or result in any material breach or
violation of any of the terms and conditions of, or constitute (or
with notice
