AGREEMENT OF EXISTING PARTNERS OF RACKSPACE, LTD.
TO FACILITATE PUBLIC OFFERING

This Agreement is made this 27 day of March, 2000, by and between Rackspace, Ltd. ("Rackspace" or the "Company" or the "Partnership") and all of its present partners (which include Red Hat, Thomas Weisel and Norwest, as defined below), all of whom are signatories to this Agreement (the "Partners"). Rackspace. com, Inc., a newly formed, Delaware corporation, is also made a party to this Agreement ("New Rackspace"). In addition, Brian Bell and Edwin Grubbs are made parties to this agreement with respect to the partnership interests held by them as assignee s.

NEW INVESTORS TO BE INCLUDED

Under the terms of the Fourth Amendment to Agreement of Limited Partnership of Rackspace, Ltd., it is expressly contemplated that the General Partner may cause Rackspace to issue up to 530,035.34 Class C Units (the "Additional Units") to one or more additional persons or entities (the "New Investors"), provided that the aggregate purchase price per Unit is not less than$5.66 per Unit. The General Partner may also issue to the New Investors a warrant to purchase an amount of Class C Units determined by dividing$3,000,000by the greater of the$18.24 or the mid-point in the filing range (the "Mid-point") set forth in the preliminary prospectus (commonly referred to as the "red herring") which is first circulated by the Company. It is the intention and agreement of the parties hereto that such New Investors shall have the benefits and obligations of the Holders as set forth herein, and that they may become signatories to this Agreement without any further consent or agreement of the parties to this agreement.

CERTAIN REFERENCES

The Agreement of Limited Partnership of Rackspace, Ltd. and the four existing amendments thereto, are sometimes collectively referred to herein as the "Partnership Agreement." The Registration Rights Agreement dated November 30,1999, as amended on February 22, 2000 is referred to as the "Rights Agreement." The Support Agreement dated December 29, 1998, as amended on November 30, 1999 and again on February 22, 2000 is referred to as the "Support Agreement." For the purposes of this agreement, Richard Yoo is referred to as "Yoo," Pat Condon is referred to as "Condon," Dirk Elmendorf is referred to as "Elmendorf," Trout, Ltd. is referred to as "Trout," Macroweb, LC is referred to as the "General Partner," First Inning Investors, L.P., is referred to as "First Inning," Is om Capital Partners I, L.P. is referred to as "Isom," The Hamilton Companies LLC is referred to as "Hamilton," Beau lieu River Capital LC is referred to as "Beau lieu," Mini Pat& Company, Ltd. is referred to as "Mini Pat, "2M Technology Ventures, L.P., is referred to as "2M,"Trango Capital, L.L.C. is referred to as "Trango," Red Hat, Inc. is referred to as "Red Hat," Norwest Venture Partners VII, L.P. is referred to as "Norwest," Tailwind Capital Partners 2000, L.P. is referred to as "Thomas Weisel," Graham M. Weston is referred to as "Weston," Morris A. Miller is referred to as "Miller," Brian Bell is referred to as "Bell" and Edwin Grubbs is referred to herein as "Grubbs." The Partners, Bell, Grubbs and the New Investors are sometimes collectively referred to herein as the "Holders."

PURPOSE OF AGREEMENT

This Agreement is made by and amongst Rackspace, New Rackspace, the Holders and the New Investors, if any, to satisfy certain requirements and follow certain recommendations of the Underwriters (defined below) and to facilitate the registration and sale of the stock of New Rackspace in a public offering registered under the Securities Act of 1993 (inclusive of the sale of such stock, the "IPO") underwritten by Deutsche Bank, Securities, Inc., Bear, St earns& Co. Inc. and Thomas Weisel Partners LLC and certain other underwriters (the "Underwriters"). The IPO will benefit the Holders as they will become shareholders of New Rackspace pursuant to the terms of this Agreement. This Agreement is entered into contemporaneously with the execution of the Fourth Amendment of the Partnership Agreement, whereby Red Hat, Thomas Weisel and Norwest become Class C Limited Partners of the Partnership.

ACTIONS TO BE TAKEN UNDER THIS AGREEMENT

END OF OPTION RIGHTS. The Underwriters have requested that Weston, Miller, Condon, Elmendorf and Yoo end their rights under Section 17 of the Second Amendment to the Partnership Agreement to forego salary and receive options to acquire additional interests in the Company (and New Rackspace, its successor). If these rights are not terminated, these.......

详细内容见附件