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 • June 18th, 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 February 3, 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 • June 18th, 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 February 3, 2020 by and among the following parties:
EMPLOYMENT AGREEMENTEmployment Agreement • June 18th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • Delaware
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 • June 18th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • June 18th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • Texas
ContractRestricted Stock Unit Award Agreement • June 18th, 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 • June 18th, 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 RELEASESeparation Agreement • June 18th, 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”).
ContractPerformance-Based Restricted Stock Unit Award Agreement • June 18th, 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”).
CONFIDENTIAL SEPARATION AGREEMENT AND RELEASEConfidential Separation Agreement and Release • June 18th, 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”).
ContractService-Based Restricted Stock Unit Award Agreement • June 18th, 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”).
SEPARATION AGREEMENTSeparation Agreement • June 18th, 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 • June 18th, 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 • June 18th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • Texas
SUPPLEMENTAL INDENTURE NO. 2Supplemental Indenture • June 18th, 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 • June 18th, 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 • June 18th, 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 • June 18th, 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 18th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • Texas
SUPPLEMENTAL INDENTURE NO. 4Supplemental Indenture • June 18th, 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 • June 18th, 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 • June 18th, 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.”
JOINDER TO CREDIT AGREEMENTJoinder to Credit Agreement • June 18th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • New York
This Joinder (this “Joinder”) to that certain Credit Agreement (as defined herein) is made as of November 3, 2016, by RACKSPACE HOSTING, INC., a Delaware corporation (the “Surviving Borrower”).
INCREMENTAL ASSUMPTION AND AMENDMENT AGREEMENT Dated as of December 20, 2016 among INCEPTION PARENT, INC., as Holdings, RACKSPACE HOSTING, INC., as Borrower, THE SUBSIDIARY LOAN PARTIES, THE LENDERS PARTY HERETO andIncremental Assumption and Amendment Agreement • June 18th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • New York
This INCREMENTAL ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated as of December 20, 2016, is made by and among Inception Parent, Inc., a Delaware corporation (“Holdings”), Rackspace Hosting, Inc., a Delaware corporation (the “Borrower”), each “Subsidiary Loan Party” listed on the signature pages hereto (each, a “Subsidiary Loan Party” and, collectively, jointly and severally, the “Subsidiary Loan Parties”), Citibank, N.A., as Administrative Agent under the Existing Credit Agreement (as defined below) (the “Administrative Agent”), and each of the Lenders party hereto.
