TaskUs, Inc. Class A Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • October 18th, 2021 • TaskUs, Inc. • Services-computer processing & data preparation • New York
Certain stockholders named in Schedule I hereto (the “Selling Stockholders”) of TaskUs, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), of the Company (the “Firm Shares”) and, at the election of the Underwriters, to sell to the Underwriters up to [•] additional shares of Class A Common Stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 6th, 2021 • TaskUs, Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement is effective as of [ ], 2021 (this “Agreement”) and is between TaskUs, Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
SECURITY AGREEMENT dated as of September 25, 2019 among THE GRANTORS IDENTIFIED HEREIN and JPMORGAN CHASE BANK, N.A., as Collateral AgentSecurity Agreement • April 12th, 2021 • TaskUs, Inc. • Services-computer processing & data preparation • New York
FOUNDER EMPLOYMENT AGREEMENTFounder Employment Agreement • May 10th, 2022 • TaskUs, Inc. • Services-computer processing & data preparation • California
THIS FOUNDER EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 2nd 2nd day of June, 2015, by and between Jaspar Weir (the “Executive”) and TASKUS, INC., a Delaware corporation (the “Company”).
TaskUs, Inc. FORM OF PHANTOM SHARE AGREEMENTPhantom Share Agreement • April 12th, 2021 • TaskUs, Inc. • Services-computer processing & data preparation
TaskUs, Inc., a Delaware corporation (the “Company”), pursuant to its Phantom Stock Plan (the “Plan”), hereby grants to the Participant named below the number of Phantom Shares set forth below in exchange, conversion, substitution and/or replacement of that number of phantom shares issued by TaskUs, Holdings Inc., a Delaware corporation, that were not cashed out in connection with the transactions (the “Transactions”) contemplated by the Stock Purchase Agreement (the “Stock Purchase Agreement”), dated as of August 4, 2018, among the Company and the other parties thereto. This Phantom Share Agreement (this “Agreement”) is subject to all of the terms and conditions as set forth herein and in the Plan, which is attached hereto and incorporated herein in its entirety. Capitalized terms used but not defined herein will have the meanings ascribed thereto in the Plan.
REGISTRATION RIGHTS AGREEMENT by and among TASKUS, INC. and the other parties hereto Dated as of June 15, 2021Registration Rights Agreement • June 15th, 2021 • TaskUs, Inc. • Services-computer processing & data preparation • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of June 15, 2021 and is by and among TaskUs, Inc., a Delaware corporation (the “Company”), the Blackstone Investor (as defined below), the Founder Groups (as defined below), and the other Holders (as defined below) from time to time party hereto.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF JUNE 15, 2021 AMONG TASKUS, INC. AND THE OTHER PARTIES HERETOStockholders Agreement • June 15th, 2021 • TaskUs, Inc. • Services-computer processing & data preparation • New York
This Amended and Restated Stockholders Agreement (this “Agreement”) is entered into as of June 15, 2021 by and among TaskUs, Inc. (formerly known as TU TopCo, Inc.), a Delaware corporation (the “Company”), BCP FC Aggregator LP (“Sponsor” and, together with its Affiliates and transferees who acquire securities from time to time, the “Blackstone Holders”), parties to this Agreement who are identified as Non-Blackstone Holders on the signature pages hereto (each, a “Non-Blackstone Holder” and, collectively, the “Non-Blackstone Holders”), Bryce Maddock and Jaspar Weir (each, a “Founder” and, collectively, the “Founders”) and each other holder of Securities who hereafter executes a separate joinder agreement to be bound by the terms hereof (the Blackstone Holders, the Non-Blackstone Holders and each other Person that is or becomes a party to this Agreement as contemplated hereby are sometimes referred to herein collectively as the “Stockholders” and individually as a “Stockholder”). Certain
SUPPORT AND SERVICES AGREEMENTSupport and Services Agreement • April 12th, 2021 • TaskUs, Inc. • Services-computer processing & data preparation • New York
This SUPPORT AND SERVICES AGREEMENT (this “Agreement”) is dated as of October 1, 2018 and is between TU TopCo, Inc., a Delaware corporation (together with its successors, “Holdco”), TaskUs, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Holdco (together with its successors, the “Company”), Blackstone Capital Partners VII L.P., a Delaware limited partnership and Blackstone Capital Partners Asia L.P., a Cayman Islands exempted limited partnership (together with their alternative investment vehicles, their affiliated co-investing funds and their alternative investment vehicles, “BCP”), and Blackstone Management Partners L.L.C., a Delaware limited liability company (“BMP”) affiliated with The Blackstone Group L.P. (“Blackstone”).
Executive Employment AgreementExecutive Employment Agreement • August 11th, 2021 • TaskUs, Inc. • Services-computer processing & data preparation • Texas
This Employment Agreement (the “Agreement”) is made and entered into as of August 5, 2021 by and between Jarrod Johnson (the “Executive”) and TaskUs Holdings, Inc., a Delaware corporation, (the “Company”).
AMENDMENT TO PERFORMANCE STOCK UNIT AGREEMENT UNDER THE TASKUS, INC. 2021 OMNIBUS INCENTIVE PLANPerformance Stock Unit Agreement • March 6th, 2023 • TaskUs, Inc. • Services-computer processing & data preparation
Pursuant to the Performance Stock Unit Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice) with a Grant Date of June 10, 2021, and subject to the terms of the Performance Stock Unit Agreement attached thereto (the “Performance Stock Unit Agreement”) and the TaskUs, Inc. 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), TaskUs, Inc., a Delaware corporation (the “Company”), and the Participant agree that the Section 8 of the Performance Stock Unit Agreement shall be amended as follows.
AMENDMENT TO TIME-BASED RESTRICTED STOCK UNIT AGREEMENT UNDER THE TASKUS, INC. 2021 OMNIBUS INCENTIVE PLANBased Restricted Stock Unit Agreement • March 6th, 2023 • TaskUs, Inc. • Services-computer processing & data preparation
Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice) with a Grant Date of June 10, 2021, and subject to the terms of the Restricted Stock Unit Agreement attached thereto (the “Restricted Stock Unit Agreement”) and the TaskUs, Inc. 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), TaskUs, Inc., a Delaware corporation (the “Company”), and the Participant agree that the Section 8 of the Restricted Stock Unit Agreement shall be amended as follows.
AMENDMENT TO OPTION AGREEMENT UNDER THE TASKUS, INC. 2021 OMNIBUS INCENTIVE PLANOption Agreement • March 6th, 2023 • TaskUs, Inc. • Services-computer processing & data preparation
Pursuant to the Option Award (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice) with a Grant Date of June 10, 2021, and subject to the terms of the Option Agreement attached thereto (this “Option Agreement”) and the TaskUs, Inc. 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), TaskUs, Inc., a Delaware corporation (the “Company”), and the Participant agree that the Section 9 of the Option Agreement shall be amended as follows.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 6th, 2021 • TaskUs, Inc. • Services-computer processing & data preparation • New York
AMENDMENT NO. 1, dated as of April 30, 2021 (this “Incremental Amendment”) to the Credit Agreement, dated as of September 25, 2019, among TU MidCo, Inc., a Delaware corporation (“Holdings”), TU BidCo, Inc., a Delaware corporation (the “Borrower”), the other Guarantors party thereto from time to time, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent, Swing Line Lender and an L/C Issuer (as amended, restated, amended and restated, modified and supplemented from time to time, the “Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
