Rackspace Hosting, Inc. Common Stock (Par Value $0.001 Per Share) Underwriting AgreementUnderwriting 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
ContractAnti-Dilution Agreement • July 22nd, 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.
