COUNTY ECONOMIC DEVELOPMENT GRANT AGREEMENT

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".

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"), the City of Wind crest, Texas, a Texas general law municipality ("City of Wind crest"), 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 County is authorized by the provisions of Article III, Section 52-a of the Texas Constitution and Section 381.004 of the Texas Local Government Code (the "Code") to provide economic development grants to promote local economic development and to stimulate business and commercial activity in the County; and

WHEREAS, the County seeks to induce Rackspace to create or relocate at least 4,500 full-time jobs in the County, in connection with the Master Agreement and Mall Lease; and

WHEREAS, the County has determined that making economic development grants to Rackspace in accordance with this Agreement and the Master Agreement will further the objectives of the County, will benefit the County and its inhabitants, and will promote state and local economic development and stimulate business and commercial activity in the County; and

WHEREAS, pursuant to Section 3.12 of the Master Agreement, the Parties have agreed to enter into this Agreement; and

WHEREAS, on the Effective Date, the commitments contained in this Agreement shall become legally binding obligations of the Parties.

NOW THEREFORE, in consideration of the foregoing and the mutual agreements, covenants and payments herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

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