Rackspace Hosting, Inc. Sample Contracts

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AGREEMENT OF LIMITED PARTNERSHIP
Agreement • March 28th, 2000 • Rackspace Com Inc
EMPLOYMENT AGREEMENT
Employment Agreement • March 28th, 2000 • Rackspace Com Inc • Texas
R E C I T A L S
Employment Agreement • May 11th, 2000 • Rackspace Com Inc • Services-business services, nec
CREDIT AGREEMENT dated as of November 25, 2015 among
Credit Agreement • February 26th, 2016 • Rackspace Hosting, Inc. • Services-computer programming, data processing, etc. • New York

THIS CREDIT AGREEMENT (this “Agreement”), dated as of November 25, 2015, is entered into among Rackspace Hosting, Inc., a Delaware corporation, the Lenders party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Morgan Stanley Senior Funding, Inc., Goldman Sachs Bank USA and Wells Fargo Bank, N.A., as Co-Syndication Agents.

Rackspace Hosting, Inc. Common Stock (Par Value $0.001 Per Share) Underwriting Agreement
Underwriting Agreement • July 22nd, 2008 • Rackspace Hosting, Inc. • Services-computer programming, data processing, etc. • New York

Rackspace Hosting, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares and, at the election of the Underwriters, up to [ ] additional shares of common stock, par value $0.001 per share (“Stock”) of the Company, and the stockholders of the Company named in Schedule II attached hereto (the “Selling Stockholders”), propose, severally and not jointly and subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [ ] shares of Stock and, at the election of the Underwriters, up to [ ] additional shares of Stock. The aggregate of [ ] shares to be sold by the Company and the Selling Stockholders are herein called the “Firm Shares” and the [ ] additional shares that may be sold by the Company and the Selling Stockholders are herein called the “Optional Shares.” The Firm Shares and the Optional

EMPLOYMENT AGREEMENT
Employment Agreement • March 28th, 2000 • Rackspace Com Inc • Texas
Support Agreement
Support Agreement • March 28th, 2000 • Rackspace Com Inc
WITNESSETH:
Registration Rights Agreement • March 28th, 2000 • Rackspace Com Inc • Texas
Transfer Agreement This Agreement is made this 29th made of December, 1998, by and between Rackspace, Ltd. (the "Partnership") and Richard Yoo ("Yoo"), Dirk Elmendorf ("Elmendorf") and Pat Condon ("Condon"). In consideration for the substantial...
Transfer Agreement • March 28th, 2000 • Rackspace Com Inc

This Agreement is made this 29th made of December, 1998, by and between Rackspace, Ltd. (the "Partnership") and Richard Yoo ("Yoo"), Dirk Elmendorf ("Elmendorf") and Pat Condon ("Condon").

WARRANT
Warrant • March 28th, 2000 • Rackspace Com Inc • Texas
RACKSPACE HOSTING, INC. AND THE GUARANTORS FROM TIME TO TIME PARTY HERETO 6.500% SENIOR NOTES DUE 2024
Supplemental Indenture • February 26th, 2016 • Rackspace Hosting, Inc. • Services-computer programming, data processing, etc. • New York

INDENTURE dated as of November 25, 2015 among Rackspace Hosting, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), Rackspace US, Inc., a Delaware corporation, as a guarantor, and the other Guarantors from time to time party hereto (as defined herein) and Wells Fargo Bank, National Association, as Trustee.

AGREEMENT AND PLAN OF MERGER by and among INCEPTION PARENT, INC., INCEPTION MERGER SUB, INC., and RACKSPACE HOSTING, INC. Dated as of August 26, 2016
Agreement and Plan of Merger • August 30th, 2016 • Rackspace Hosting, Inc. • Services-computer programming, data processing, etc. • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 26, 2016, by and among Inception Parent, Inc., a Delaware corporation (“Parent”), Inception Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Rackspace Hosting, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the meanings given to them in Article I.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 18th, 2008 • Rackspace Hosting, Inc. • Services-computer programming, data processing, etc. • Delaware

This Indemnification Agreement (this “Agreement”) dated the day of , 2008, by and between Rackspace Hosting, Inc., a Delaware corporation (the “Company”), and , an individual (“Indemnitee”).

PURCHASE AGREEMENT
Purchase Agreement • November 19th, 2015 • Rackspace Hosting, Inc. • Services-computer programming, data processing, etc. • New York

The Securities (as defined herein) will be issued pursuant to the provisions of an indenture, to be dated as of November 25, 2015 (the “Indenture”), among, the Company, the Guarantors (as defined herein) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

RACKSPACE, LTD.
Rackspace Com Inc • March 28th, 2000 • Texas
Contract
Anti-Dilution Agreement • July 25th, 2008 • Rackspace Hosting, Inc. • Services-computer programming, data processing, etc. • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

REVOLVING CREDIT AGREEMENT dated as of September 26, 2011 among
Revolving Credit Agreement • May 2nd, 2012 • Rackspace Hosting, Inc. • Services-computer programming, data processing, etc. • Texas

THIS REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of September 26, 2011, is entered into among Rackspace Hosting, Inc., a Delaware corporation, the Lenders party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Barclays Bank plc, as Syndication Agent, and Regions Bank and Wells Fargo Bank, N.A., as Co-Documentation Agents.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 25th, 2008 • Rackspace Inc • Services-business services, nec • Texas

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into this 1st day of October, 2002, but made effective as of the 30th day of November, 1999 (the “Effective Date”), by and among Macro Holding, Inc., a Delaware corporation (the “Company”), and the securities holders of the Company set forth on Exhibit A attached hereto (such persons being referred to herein as the “Investors” and individually as an “Investor”).

STORAGE LEASE
Storage Lease • April 25th, 2008 • Rackspace Inc • Services-business services, nec
RACKSPACE, LTD.
Rackspace Com Inc • March 28th, 2000 • Texas
COUNTY ECONOMIC DEVELOPMENT GRANT AGREEMENT
Economic Development Grant Agreement • April 25th, 2008 • Rackspace Inc • Services-business services, nec • Texas

THIS COUNTY ECONOMIC DEVELOPMENT GRANT AGREEMENT (this “Agreement”) is made as of August 2, 2007 (the “Effective Date”) by and between BEXAR COUNTY, TEXAS, a political subdivision of the State of Texas (the “County”) and RACKSPACE US, INC. (“Rackspace”). The County and Rackspace may be referred to herein from time to time as a “Party” or collectively as the “Parties”.

CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION
Disturbance and Attornment Agreement • August 13th, 2009 • Rackspace Hosting, Inc. • Services-computer programming, data processing, etc. • Illinois

CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION

WILLIAM TAYLOR RHODES EMPLOYMENT AGREEMENT
William Taylor Rhodes Employment Agreement • May 12th, 2014 • Rackspace Hosting, Inc. • Services-computer programming, data processing, etc. • Texas

This Employment Agreement (the “Agreement”) is entered into as of January 13, 2014 (the “Effective Date”) by and between Rackspace US, Inc. (the “Company”), and William Taylor Rhodes (“Executive”).

FIFTH AMENDMENT TO LEASE
Lease • February 17th, 2012 • Rackspace Hosting, Inc. • Services-computer programming, data processing, etc. • Illinois

THIS FIFTH AMENDMENT TO LEASE (“Fifth Amendment”) is dated effective as of January 6, 2012 (the “Effective Date”), by and between Tarantula Ventures LLC, a Delaware limited liability company (“Landlord”), and RackSpace US, Inc., a Delaware corporation (“Tenant”).

DATED …18 August 2010…………………………………………………………… Hyde Park GP Limited and Hyde Park Nominee Limited (1) Rackspace Limited (2)
Rackspace Hosting, Inc. • November 9th, 2010 • Services-computer programming, data processing, etc. • England and Wales

LR1. Date of lease 18 August 2010 LR2. Title Number(s) LR2.1 Landlord’s title number(s) Title number(s) out of which this lease is granted. Leave blank if not registered. AGL55140 LR2.2 Other title numbers Existing title number(s) against which entries of matters referred to in LR9, LR10, LR11 and LR13 are to be made AGL60220 and AGL30755 LR3. Parties to this lease Give full names and addresses of each of the parties. For UK incorporated companies and limited liability partnerships, also give the registered number including any prefix. For overseas companies, also give the territory of incorporation and, if appropriate, the registered number in England and Wales including any prefix Landlord HYDE PARK GP LIMITED (Company Number 5540632) and HYDE PARK NOMINEE LIMITED (Company Number 5540634) whose registered office is at 33 Cavendish Square London W1A 2NF Tenant RACKSPACE LIMITED (Company Number 03897010) whose registered office is at 4 The Square Stockley Park Uxbridge Middlesex UB11 1

OFFICE LEASE by and between RAND BUILDING, LTD. and OPEN CLOUD ACADEMY, LLC
Office Lease • February 26th, 2016 • Rackspace Hosting, Inc. • Services-computer programming, data processing, etc. • Texas

THIS OFFICE LEASE (“Lease”) is made as of the 27th day of May, 2015 (“Lease Date”), by and between RAND BUILDING, LTD., a Texas limited partnership (“Landlord”), and OPEN CLOUD ACADEMY, LLC, a Delaware limited liability company (“Tenant”).

DATED 26 March 2007 DIRECTOR’S SERVICE AGREEMENT
Service Agreement • April 25th, 2008 • Rackspace Inc • Services-business services, nec • England
EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • March 2nd, 2009 • Rackspace Hosting, Inc. • Services-computer programming, data processing, etc. • Texas

THIS AGREEMENT is entered into as of the 1st day of October 2007 by and between Rackspace US, Inc., a Texas corporation (the “Company”), and David Belle-Isle (“Employee”).

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