Rackspace Hosting, Inc. Sample Contracts

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AGREEMENT OF LIMITED PARTNERSHIP
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

RACKSPACE HOSTING, INC. AND THE GUARANTORS FROM TIME TO TIME PARTY HERETO 6.500% SENIOR NOTES DUE 2024
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.

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
RACKSPACE, LTD.
Warrant 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...
Ip 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").

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
Merger Agreement • 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.

WARRANT
Warrant • March 28th, 2000 • Rackspace Com Inc • Texas
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”).

Contract
Warrant 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.

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”).

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COUNTY ECONOMIC DEVELOPMENT GRANT AGREEMENT
County 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”.

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”).

AGREEMENT AND ASSIGNMENT OF PARTNERSHIP INTEREST
Agreement and Assignment of Partnership Interest • June 18th, 2008 • Rackspace Hosting, Inc. • Services-computer programming, data processing, etc. • Texas

This Agreement and Assignment of Partnership Interest (this “Agreement”) is made and entered into as of , 200 (the “Effective Date”), by and among Graham Weston, a individual (“Assignor”), Beaulieu River 2005, LP, a Texas limited partnership (the “Partnership”), Knightsbridge, LC, a Texas limited liability company (the “General Partner”) and (“Assignee”), and each of the above parties may be referred to in this Agreement as a “Party” or collectively as the “Parties”.

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”).

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.

CITY ECONOMIC DEVELOPMENT GRANT AGREEMENT
City 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
Assignment of Lease • April 25th, 2008 • Rackspace Inc • Services-business services, nec • Texas
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”).

DATED 20 -and- Form of Share Option Agreement
Share Option Agreement • February 4th, 2009 • Rackspace Hosting, Inc. • Services-computer programming, data processing, etc.
STORAGE LEASE
Storage Lease • April 25th, 2008 • Rackspace Inc • Services-business services, nec
CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION
Lease 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

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