0001193125-08-091225 Sample Contracts

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”).

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STORAGE LEASE
Storage Lease • April 25th, 2008 • Rackspace Inc • Services-business services, nec
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”.

DATED 26 March 2007 DIRECTOR’S SERVICE AGREEMENT
Service Agreement • April 25th, 2008 • Rackspace Inc • Services-business services, nec • England
OFFICE BUILDING LEASE AGREEMENT LANDLORD: SANTA CLARA LAND COMPANY, LTD. TENANT: rackspace.com DATED: Feb. 22, 2000
Office Building Lease Agreement • April 25th, 2008 • Rackspace Inc • Services-business services, nec • Texas

THIS LEASE AGREEMENT is entered into as of the 22nd day of February, 2000, by and between Santa Clara Land Company, Ltd. (hereinafter called “Landlord”) and rackspace.com (hereinafter called “Tenant”).

OFFICE LEASE FORM TERMS AND DEFINITIONS
Office Lease • April 25th, 2008 • Rackspace Inc • Services-business services, nec
SEVERANCE AGREEMENT AND RELEASE
Severance Agreement and Release • April 25th, 2008 • Rackspace Inc • Services-business services, nec

This Severance Agreement and Release (“Agreement”) is entered into effective June 29, 2007, by and between Major Horton (hereinafter “Employee” or “Horton”) and Rackspace, Ltd. acting on its own behalf as well as on behalf of all related entities, both parent and subsidiaries, specifically including Macro Holding, Inc. (hereinafter collectively “Rackspace”). Hereinafter, Employee and Rackspace shall collectively be called the Parties.

CONSENT TO ASSIGNMENT AND OTHER AGREEMENTS
Assignment and Other Agreements • April 25th, 2008 • Rackspace Inc • Services-business services, nec • Texas

THIS CONSENT TO ASSIGNMENT AND OTHER AGREEMENTS (this “Agreement”) is by and among CLPF—Heritage Four, L.P., a Delaware limited partnership (“Landlord”), Qwest Communications Corporation, a Delaware corporation (“Tenant”), Macro Holding, Inc., a Delaware corporation (“Guarantor”) and Rackspace DAL1DC Management LLC, a Texas limited liability company (“Assignee”).

GROUND LEASE AGREEMENT between WINDCREST ECONOMIC DEVELOPMENT CORPORATION, as Landlord, and RACKSPACE US, INC. as Tenant
Ground Lease Agreement • April 25th, 2008 • Rackspace Inc • Services-business services, nec • Texas

THIS GROUND LEASE AGREEMENT (“Lease”) is entered into by and between WINDCREST ECONOMIC DEVELOPMENT CORPORATION, a Section 4B corporation created pursuant to the Texas Development Corporation Act of 1979, as amended (“Landlord”) and RACKSPACE US, INC., a Delaware corporation (“Tenant”). For valuable consideration the parties agree and act as follows:

Master Services Agreement no. RAC001
Confidence    Master Services Agreement • April 25th, 2008 • Rackspace Inc • Services-business services, nec

Interconnect Exchange Europe Limited (“IXEUROPE”), (registration number: 3672650 whose registered office is at Unit One, Airport Gate, Bath Road, West Drayton Middlesex UB7 0NA),

OFFICE BUILDING LEASE AGREEMENT
Office Building Lease Agreement • April 25th, 2008 • Rackspace Inc • Services-business services, nec • Texas

THIS LEASE AGREEMENT is entered into as of the Lease Date set forth in the Basic Lease Information by and between DATA ROSE LIMITED PARTNERSHIP (hereinafter called “Landlord”) and RACKSPACE HEADQUARTERS, LLC. (hereinafter called “Tenant”).

ECONOMIC DEVELOPMENT AGREEMENT BETWEEN THE STATE OF TEXAS AND RACKSPACE US, INC. AUGUST 1, 2007
Economic Development Agreement • April 25th, 2008 • Rackspace Inc • Services-business services, nec • Texas

THIS AGREEMENT (“Agreement”) is by and between the State of Texas (the “State”), acting by and through the Office of Economic Development and Tourism, a division within the Office of the Governor (“OOGEDT”), and Rackspace US, Inc., a Delaware corporation d/b/a Rackspace Managed Hosting (“Rackspace”). The State and Rackspace are hereinafter referred to either individually as the “party,” or collectively as the “parties.” The Effective Date of this Agreement is August 1, 2007.

DEVELOPER ECONOMIC DEVELOPMENT GRANT AGREEMENT
Developer Economic Development Grant Agreement • April 25th, 2008 • Rackspace Inc • Services-business services, nec • Texas

THIS DEVELOPER ECONOMIC DEVELOPMENT GRANT AGREEMENT (this “Agreement”) is made as of this 2nd day of August, 2007 (the “Effective Date”) among and between the CITY OF WINDCREST, TEXAS, a Texas general law municipality (“City”), the WINDCREST ECONOMIC DEVELOPMENT CORPORATION, a Section 4B corporation created pursuant to the authority of the Development Corporation Act of 1979, as amended (“Windcrest EDC”), and the WINDCREST ECONOMIC DEVELOPMENT COMPANY, LLC, a Texas limited liability company (the “Developer”). The City, Windcrest EDC and Developer may be referred to herein from time to time as a “Party” or collectively as the “Parties”.

CITY ECONOMIC DEVELOPMENT GRANT AGREEMENT
Economic Development Grant Agreement • April 25th, 2008 • Rackspace Inc • Services-business services, nec • Texas

THIS CITY ECONOMIC DEVELOPMENT GRANT AGREEMENT (this “Agreement”) is made as of August 2, 2007 (the “Effective Date”) by and between the CITY OF WINDCREST, TEXAS, a Texas general law municipality (“City”) and RACKSPACE US, INC. (“Rackspace”). The City and Rackspace may be referred to herein from time to time as a “Party” or collectively as the “Parties”.

ASSIGNMENT OF LEASE
Part of Lease Agreement • April 25th, 2008 • Rackspace Inc • Services-business services, nec • Texas
AGREEMENT OF LEASE LEVEL 3 COMMUNICATIONS, LLC LANDLORD AND RACKSPACE SATDC, LTD. TENANT
Agreement and Guaranty • April 25th, 2008 • Rackspace Inc • Services-business services, nec • Texas

AGREEMENT OF LEASE, dated as of April 24, 2002, between LEVEL 3 COMMUNICATIONS, LLC, a Delaware limited liability company with an address at 1025 Eldorado Boulevard, Broomfield, Colorado 80021 (“Landlord”), and RACKSPACE SATDC, LTD., a Texas limited partnership, with an office at 112 E. Pecan Street, San Antonio, Texas 78205 (“Tenant”).

RACKSPACE, INC. 2007 LONG-TERM INCENTIVE PLAN
Rackspace Inc • April 25th, 2008 • Services-business services, nec • Texas
STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • April 25th, 2008 • Rackspace Inc • Services-business services, nec • Delaware

This Stockholders’ Agreement (the “Agreement”) is made effective as of the 21st day of August, 2001 (the “Effective Date”), by and among Macro Holding, Inc., a Delaware corporation (the “Company”), and the Stockholders of the Company, namely: Macroweb, L.C., a Texas limited liability company (“Macroweb”), Trout, Ltd., a Texas limited partnership (“Trout”), Richard Yoo (“Yoo”), Patrick Condon (“Condon”), Dirk Elmendorf (“Elmendorf”), Brian Bell (“Bell”), Edwin Grubbs (“Grubbs”), Isom Capital Partners I, L.P. (“Isom”), First Inning Investors, L.P. (“First Inning”), The Hamilton Companies LLC, a Colorado limited liability company (“Hamilton”), Beaulieu River Capital LC (formerly, Weston Investment Interest, L.L.C.), a Nevada limited liability company (“Beaulieu”), MiniPat & Company, Ltd., a Texas limited partnership (“MiniPat”), 2M Technology Ventures, L.P. (“2M”), Norwest Venture Partners VIII, L.P. (“Norwest”), Red Hat, Inc. (“Red Hat”), Tailwind Capital Partners 2000, L.P. (“Thomas Wei

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF AUGUST 31, 2007 RACKSPACE US, INC. COMERICA BANK AS ADMINISTRATIVE AGENT AND LEAD ARRANGER
Revolving Credit Agreement • April 25th, 2008 • Rackspace Inc • Services-business services, nec • Texas

This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (“Agreement”) is made as of August 31, 2007, by and among the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), Arranger, Syndication Agent and Documentation Agent, and Rackspace US, Inc., a Delaware corporation, successor by merger to Rackspace, Ltd., a Texas limited partnership (“Borrower”).

WALZEM ROAD REDEVELOPMENT PROJECT MASTER ECONOMIC INCENTIVES AGREEMENT August 2, 2007
Incentives Agreement • April 25th, 2008 • Rackspace Inc • Services-business services, nec • Texas
THIRD AMENDMENT TO LEASE AGREEMENT
Lease Agreement • April 25th, 2008 • Rackspace Inc • Services-business services, nec

THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is executed to be effective as of January 8, 2008, by and between A&B Properties, Inc., a ________ corporation, a successor in landlord’s interest to CLPF - Heritage Four, L.P., a Delaware limited partnership (“Landlord”), and Rackspace DAL1DC Management LLC, a Texas limited liability company (“Tenant”).

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EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • April 25th, 2008 • Rackspace Inc • Services-business services, nec • Texas

THIS AGREEMENT is entered into as of the 20th day of March 2006 by and between Rackspace, Ltd., a Texas limited partnership (the “Company”), and Major G. Horton (“Employee”).

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