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".

WITNESSETH:

WHEREAS, the Parties have entered into that certain Walzem Road Redevelopment Project Master Economic Incentives Agreement of even date herewith (the "Master Agreement") with the City of San Antonio, Texas, a Texas home rule municipality ("City of San Antonio"), Bexar County, Texas, a political subdivision of the State of Texas (the "County"), the Wind crest Economic Development Company, LLC, a Texas limited liability company (the "Developer"), and the Wind crest Economic Development Corporation ("Wind crest EDC"), a Section 4B corporation created pursuant to the authority of the Development Corporation Act of 1979, as amended, Texas Revised Civil Statutes Annotated, Article 5190.6 (the "EDC Act"); and

WHEREAS, pursuant to the Master Agreement, Wind crest EDC will lease to Rackspace that certain tract of land and improvements commonly known as the Windsor Park Mall (the "Leased Property") into which Rackspace will locate its U.S. corporate headquarters pursuant to the lease agreement to be entered into between Wind crest EDC, as landlord, and Rackspace, as tenant (the "Mall Lease"); and

WHEREAS, the parties to the Master Agreement expect the implementation of the Mall Lease to exempt the Leased Property, the Real Property Improvements and/or the Personal Property Improvements (as those terms are defined in the Master Agreement) from property taxes during the term of the Mall Lease pursuant to Section 5190.6-4B (k) of the EDC Act and any other applicable successor statute making the Mall Lease exempt from property taxes ("Section 4B (k) of the EDC Act"), said tax exemption being one of the incentives to induce Rackspace to locate its corporate headquarters into the Leased Property; and

WHEREAS, the parties to the Master Agreement desire to provide for a partial "make whole" agreement to protect Rackspace from any changes in law or interpretation adversely affecting the tax exemption under Section 4B (k) of the EDC Act; and

WHEREAS, the City is authorized by the provisions of Article III, Section 52-a of the Texas Constitution and Section 380.001 of the Texas Local Government Code (the "Code") to provide grants of public money to promote local economic development and to stimulate business and commercial activity in the City; and

WHEREAS, the City seeks to induce Rackspace to create or locate at least 4,500 full-time jobs in the City, in connection with the Master Agreement and Mall Lease, which jobs shall promote state and local economic development and stimulate business and commercial activity in the City and greatly benefit the City and County; and

WHEREAS, pursuant to Section 3.11 of the Master Agreement, the Parties have agreed to enter into this Agreement; and

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