DESCRIPTION OF CAPITAL STOCK
The following is a description of the material terms of our capital stock. This description is qualified in its entirety by reference to our second amended
and restated certificate of incorporation (certificate of incorporation) and third amended and restated bylaws (bylaws), each as in effect as of the date of this prospectus, copies of which are filed as exhibits to the
registration statement of which this prospectus forms a part, and the applicable provisions of the General Corporation Law of the State of Delaware (the DGCL). Under Description of Capital Stock, we,
us, our and our company refer to TaskUs, Inc. and not to any of its subsidiaries.
Authorized Capital Stock
Our authorized capital stock consists of 2,500,000,000 shares of Class A common stock, par value $0.01 per share, 250,000,000
shares of Class B common stock, par value $0.01 per share, and 250,000,000 shares of preferred stock, par value $0.01 per share. Unless our board of directors determines otherwise, we will issue all shares of our capital stock in uncertificated
form.
Class A Common Stock and Class B Common Stock
We have two classes of authorized common stock: Class A common stock and Class B common stock. The rights of the holders of
Class A common stock and Class B common stock are identical, except with respect to voting, transfer and conversion.
Voting
Rights. Holders of our Class A common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally. Holders of our Class B common stock are entitled to ten vote for
each share held of record on all matters on which stockholders are entitled to vote generally. The holders of our Class A common stock and Class B common stock will generally vote together as a single class on all matters submitted to a
vote of our stockholders (including the election or removal of directors elected by our stockholders), unless otherwise required by Delaware law or our certificate of incorporation. Holders of our common stock, however, are not entitled to vote upon
any amendment to our certificate of incorporation that relates solely to the terms of one or more outstanding series of preferred stock if the holders of one or more series of our preferred stock are entitled to vote as a separate class on such
amendment under our certificate of incorporation or applicable law. The holders of our common stock do not have cumulative voting rights in the election of directors. Upon our liquidation, dissolution, or winding up and after payment in full of all
amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of our common stock are entitled to receive pro rata our remaining assets available for distribution.
Holders of our common stock do not have preemptive, subscription, redemption, or conversion rights under our certificate of incorporation, except for the conversion of Class B common stock described below. The common stock will not be subject
to further calls or assessment by us. There will be no redemption or sinking fund provisions applicable to the common stock. The rights, powers, preferences, and privileges of holders of our common stock are subject to those of the holders of any
shares of our preferred stock that we may authorize and issue in the future.
Conversion of Class B Common
Stock. Each share of Class B common stock is convertible at any time into one share of Class A common stock. Each share of our Class B common stock will convert automatically upon any transfer, whether or not for value, except for
certain permitted transfers described in our certificate of incorporation, including transfers to family members, trusts solely for the benefit of the holder of Class B common stock or their family members, and partnerships, corporations, and
other entities exclusively owned by the holder of Class B common stock or their family members, as well as affiliates, subject to certain exceptions. In addition, each share of our Class B common stock will convert automatically upon the
earlier of (i) seven years from the filing and effectiveness of our certificate of incorporation in connection with our IPO and (ii) (x) with respect to our Sponsor, the first date on which the aggregate number of shares of our
Class B common stock held by our Sponsor ceases to represent at least 5% of the aggregate number of our outstanding shares of
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