INCEPTION MERGER SUB, INC. (to be merged with and into RACKSPACE HOSTING, Inc.) as Issuer and the Subsidiary Guarantors party hereto from time to time 8.625% Senior Notes due 2024 INDENTURE Dated as of November 3, 2016 Wells Fargo Bank, National...Indenture • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE, dated as of November 3, 2016, among Inception Merger Sub, Inc., a Delaware corporation (“Merger Sub”), the Subsidiary Guarantors party hereto from time to time (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
RECEIVABLES FINANCING AGREEMENT Dated as of March 19, 2020 by and among RACKSPACE RECEIVABLES LLC, as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Lenders and as Group Agents, BMO CAPITAL MARKETS, as Administrative Agent and as Arranger,...Receivables Financing Agreement • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • New York
This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of March 19, 2020 by and among the following parties:
FIRST LIEN CREDIT AGREEMENT dated as of November 3, 2016 among INCEPTION PARENT, INC., as Holdings, INCEPTION MERGER SUB, INC. (to be merged on the Closing Date with and into RACKSPACE HOSTING, INC.), as Borrower, THE LENDERS AND ISSUING BANKS PARTY...First Lien Credit Agreement • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • New York
FIRST LIEN CREDIT AGREEMENT, dated as of November 3, 2016 (this “Agreement”), among INCEPTION PARENT, INC., a Delaware corporation (“Holdings”), INCEPTION MERGER SUB, INC., a Delaware corporation (“Merger Sub”), the LENDERS party hereto from time to time, and CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders and Collateral Agent for the Secured Parties.
EMPLOYMENT AGREEMENTEmployment Agreement • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • Delaware
INCREMENTAL ASSUMPTION AND AMENDMENT AGREEMENT NO. 2 Dated as of June 21, 2017 among INCEPTION PARENT, INC., as Holdings, RACKSPACE HOSTING, INC., as Borrower, THE SUBSIDIARY LOAN PARTIES, THE LENDERS PARTY HERETO andIncremental Assumption and Amendment Agreement • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • New York
SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT, dated as of June 21, 2017 (this “Agreement”), among INCEPTION PARENT, INC., a Delaware corporation (“Holdings”), RACKSPACE HOSTING, INC., a Delaware corporation (the “Company” or the “Borrower”), the LENDERS party hereto from time to time, and CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders and Collateral Agent for the Secured Parties.
REGISTRATION RIGHTS AGREEMENT among RACKSPACE TECHNOLOGY, INC. AND THE HOLDERS PARTY HERETO DATED , 2020Registration Rights Agreement • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of , 2020 (this “Agreement”), is entered into by and among Rackspace Technology, Inc., a Delaware corporation (together with any successor entity thereto, the “Company”), and each of the Holders (as defined below) that are parties hereto from time to time.
INCREMENTAL ASSUMPTION AGREEMENT NO. 3 Dated as of November 15, 2017 among INCEPTION PARENT, INC., as Holdings, RACKSPACE HOSTING, INC., as Borrower, THE SUBSIDIARY LOAN PARTIES, THE LENDERS PARTY HERETO andIncremental Assumption Agreement • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • New York
SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT, dated as of June 21, 2017 (this “Agreement”), among INCEPTION PARENT, INC., a Delaware corporation (“Holdings”), RACKSPACE HOSTING, INC., a Delaware corporation (the “Company” or the “Borrower”), the LENDERS party hereto from time to time, and CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders and Collateral Agent for the Secured Parties.
NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), dated as of the Effective Date of the Employment Agreement (the “Grant Date”), by and among RACKSPACE TECHNOLOGY, INC., a Delaware corporation (the “Company”), and Kevin Jones (the “Optionee”)....Non-Qualified Stock Option Agreement • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • Texas
ContractRestricted Stock Unit Award Agreement • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • Delaware
RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of [___________], 20[_] (the “Grant Date”), by and among RACKSPACE TECHNOLOGY, INC., a Delaware corporation (the “Company”), and [____________] (the “Grantee”).
ContractNon-Qualified Stock Option Agreement • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • Delaware
NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), dated as of [___________], 20[_] (the “Grant Date”), by and among RACKSPACE TECHNOLOGY, INC, a Delaware corporation (the “Company”), and [____________] (the “Optionee”).
CONFIDENTIAL SEPARATION AGREEMENT AND RELEASEConfidential Separation Agreement and Release • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc.
This Separation Agreement and Release (“Agreement”) is between Louis Alterman (“Employee” or “You”) and Rackspace US, Inc. (“Rackspace” or the “Company”).
CONFIDENTIAL SEPARATION AGREEMENT AND RELEASEConfidential Separation Agreement and Release • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc.
This Confidential Separation Agreement and Release (“Agreement”) is between Sandy Hogan (“Employee” or “You”) and Rackspace US, Inc. (“Rackspace” or the “Company”).
SEPARATION AGREEMENTSeparation Agreement • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • Delaware
This Separation Agreement (the “Agreement”), dated effective as of April 23, 2019 (the “Effective Date”), by and between Rackspace US, Inc., a Delaware corporation (the “Company”) and Joseph F. Eazor (the “Executive”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc.
This First Amendment to the Employment Agreement (the “First Amendment”) is dated September 11, 2019 (the “First Amendment Effective Date”) by and between Subroto Mukerji (“Employee”) and Rackspace US, Inc. (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • Texas
SUPPLEMENTAL INDENTURE NO. 2Supplemental Indenture • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • New York
SUPPLEMENTAL INDENTURE NO. 2 (this “Supplemental Indenture”), dated as of July 18, 2017, among RACKSPACE HOSTING, INC., a Delaware corporation (the “Issuer”), TRICORE SOLUTIONS, LLC, a Massachusetts limited liability company, GROUP BASIS, LLC, a Wisconsin limited liability company, TRICORE SOLUTIONS, INC., a Delaware corporation, and DATABASE SPECIALISTS, INC., a California corporation (collectively, the “New Subsidiary Guarantors”), each a subsidiary of the Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
SUPPLEMENTAL INDENTURE NO. 6Supplemental Indenture • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • New York
SUPPLEMENTAL INDENTURE NO. 6 (this “Supplemental Indenture”) dated as of December 13, 2019, among RACKSPACE HOSTING, INC., a Delaware corporation (the “Issuer”), ONICA HOLDINGS LLC, a Delaware limited liability company, ONICA GROUP LLC, a Delaware limited liability company, NETBRAINS, LLC, a Delaware limited liability company and STURDY NETWORKS, LLC, a Delaware limited liability company (each, a “New Subsidiary Guarantor”), each a subsidiary of the Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
SUPPLEMENTAL INDENTURE NO. 3Supplemental Indenture • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • New York
SUPPLEMENTAL INDENTURE NO. 3 (this “Supplemental Indenture”), dated as of December 14, 2017, among RACKSPACE HOSTING, INC., a Delaware corporation (the “Issuer”), DRAKE MERGER SUB II, LLC, a Delaware limited liability company, DATAPIPE HOLDING COMPANY, INC., a Delaware corporation, DATAPIPE, INC., a Delaware corporation, DATAPIPE GOVERNMENT SOLUTIONS, INC., a Delaware corporation, DUALSPARK PARTNERS LLC, a California limited liability company, and GOGRID, LLC, a Delaware limited liability company (collectively, the “New Subsidiary Guarantors”), each a subsidiary of the Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • New York
SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”), dated as of November 3, 2016, among Rackspace Hosting, Inc., a Delaware corporation (“Rackspace Hosting”), the Subsidiary Guarantors listed on the signature pages hereto (the “Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
ContractRestricted Stock Award Agreement • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • Delaware
RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of [ ] (the “Grant Date”), by and among RACKSPACE TECHNOLOGY, INC., a Delaware corporation (the “Company”), and [ ] (the “Grantee”).
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT by and among RACKSPACE TECHNOLOGY, INC., SEARCHLIGHT CAPITAL II, L.P., SEARCHLIGHT CAPITAL II PV, L.P. and AP VIII INCEPTION HOLDINGS, L.P. Dated as of , 2020Investor Rights Agreement • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • Delaware
This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT dated as of , 2020 (this “Agreement”), by and among (i) RACKSPACE TECHNOLOGY, INC., a Delaware corporation (the “Company”), (ii) SEARCHLIGHT CAPITAL II, L.P., a Cayman Islands limited partnership, and SEARCHLIGHT CAPITAL II PV, L.P., a Cayman Islands limited partnership (the entities set forth in this clause (ii), collectively, the “SCP Investor”), and (iii) AP VIII INCEPTION HOLDINGS, L.P., a Delaware limited partnership (“AP VIII Holdings” and, together with any other member of the Apollo Group (disregarding the Affiliate Exclusion) to whom Company Group Equity Securities are Disposed or that otherwise owns or acquires record or beneficial ownership of Company Group Equity Securities (other than any Co-Invest HoldCo, except to the extent provided in Section 7.17), the “Sponsor Fund”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • Texas
SUPPLEMENTAL INDENTURE NO. 4Supplemental Indenture • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • New York
SUPPLEMENTAL INDENTURE NO. 4 (this “Supplemental Indenture”) dated as of July 30, 2018, among RACKSPACE HOSTING, INC., a Delaware corporation (the “Issuer”), RelationEdge, LLC, a Delaware limited liability company (the “New Subsidiary Guarantor”), a subsidiary of the Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
SUPPLEMENTAL INDENTURE NO. 5Supplemental Indenture • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • New York
SUPPLEMENTAL INDENTURE NO. 5 (this “Supplemental Indenture”) dated as of October 3, 2019, among RACKSPACE HOSTING, INC., a Delaware corporation (the “Issuer”), RACKSPACE INTERNATIONAL HOLDINGS, INC., a Delaware corporation, SPINUP CLOUD, LLC, a Delaware limited liability company, RACKSPACE CLOUD OFFICE, LLC, a Delaware limited liability company (each, a “New Subsidiary Guarantor”), each a subsidiary of the Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
AGREEMENT AND PLAN OF MERGER by and among Inception Topco, Inc., as Purchaser, Drake Merger Sub I, Inc., as Merger Sub 1, Drake Merger Sub II, LLC, as Merger Sub 2, Inception Intermediate, Inc., as Inception Intermediate, Inception Parent, Inc., as...Agreement and Plan of Merger • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 6, 2017, is by and among Inception Topco, Inc., a Delaware corporation (“Purchaser”), Drake Merger Sub I, Inc., a Delaware corporation (“Merger Sub 1”), Drake Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub 2”), Inception Intermediate, Inc., a Delaware corporation (“Inception Intermediate”), Inception Parent, Inc., a Delaware corporation (“Inception Parent”), Rackspace Hosting, Inc., a Delaware corporation (“Borrower”), Datapipe Holdings, LLC, a Delaware limited liability company (“Seller”), Datapipe Parent, Inc., a Delaware corporation (the “Company”), and, solely with respect to Sections 7.13 and 11.18, the ABRY Stockholders (collectively, the “Key Stockholders”). Purchaser, Merger Sub 1, Merger Sub 2, Inception Intermediate, Inception Parent, Borrower, Seller, the Company and the Key Stockholders will collectively be referred to as the “Parties” and each individually as a “Party.”
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT by and among RACKSPACE TECHNOLOGY, INC., DPH 123, LLC, ACE INVESTMENT HOLDINGS, LLC, AP VIII INCEPTION HOLDINGS, L.P. and, solely for purposes of Section 4.1, ABRY PARTNERS VIII, L.P. Dated as of , 2020Investor Rights Agreement • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • Delaware
This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT dated as of , 2020 (this “Agreement”), by and among (i) RACKSPACE TECHNOLOGY, INC., a Delaware corporation (the “Company”), (ii) DPH 123, LLC, a Delaware limited liability company (“Datapipe”), (iii) ACE INVESTMENT HOLDINGS, LLC, a Delaware limited liability company (“ACE”), (iv) AP VIII INCEPTION HOLDINGS, L.P., a Delaware limited partnership (“AP VIII Holdings,” and together with any other member of the Apollo Group to whom Company Group Equity Securities are Disposed or that otherwise owns or acquires record or beneficial ownership of Company Group Equity Securities (other than any Co-Invest HoldCo, except to the extent provided in Section 7.17), the “Sponsor Fund”), and (v), solely for purposes of Section 4.1, ABRY Partners VIII, L.P., a Delaware limited partnership.
ContractBased Restricted Stock Unit Award Agreement • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • Delaware
SERVICE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Effective Date of the Employment Agreement (the “Grant Date”), by and among RACKSPACE TECHNOLOGY, INC., a Delaware corporation (the “Company”), and Kevin Jones (the “Grantee”).
ContractBased Restricted Stock Unit Award Agreement • July 10th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • Delaware
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Effective Date of the Employment Agreement (the “Grant Date”), by and among RACKSPACE TECHNOLOGY, INC., a Delaware corporation (the “Company”), and Kevin Jones (the “Grantee”).
