UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2020

RACKSPACE TECHNOLOGY, INC.

(Exact name of Registrant as specified in its charter)

(210) 312-4000

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Underwriting Agreement

On August 4, 2020, Rackspace Technology, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters set forth on Schedule I thereto (collectively the “Underwriters”), relating to the Company’s initial public offering (the “Initial Public Offering”) of its common stock, par value $0.01 per share (the “Common Stock”). Under the Underwriting Agreement, the Company agreed to sell 33,500,000 shares of Common Stock to the Underwriters at a purchase price per share of approximately $19.8975 (the offering price to the public of $21.00 per share minus the underwriting discount and commissions), and the sale of the 33,500,000 shares of Common Stock to the Underwriters closed on August 7, 2020 (the “Closing”). Under the Underwriting Agreement, the Company also granted the Underwriters an option to purchase up to an additional 5,025,000 shares of Common Stock at the same price for a period of 30 days following August 4, 2020.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides that the Company will indemnify the Underwriters against certain liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or contribute to payments the Underwriters may be required to make because of any of those liabilities.

Certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various investment banking services for the Company for which they received or will receive customary fees and expenses.

Registration Rights Agreement

On August 4, 2020, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with AP Inception Co-Invest, L.P. (“AP Inception Co-Invest”), AP VIII Inception Holdings, L.P. (“AP VIII Inception Holdings” and, together with AP Inception Co-Invest, the “Apollo Funds”), Searchlight Capital II, L.P. (“Searchlight Capital II”), Searchlight Capital II PV, L.P. (“Searchlight Capital II PV” and, together with Searchlight Capital II, “Searchlight”), DPH 123, LLC (“DPH 123”) and ACE Investment Holdings, LLC (“ACE Investment Holdings”). The Apollo Funds are managed by affiliates of Apollo Global Management, Inc. (together with its subsidiaries, “Apollo”). DPH 123 and ACE Investment Holdings are affiliates of ABRY Partners, LLC and ABRY Partners II, LLC (collectively, “ABRY”).

Subject to several exceptions, including the Company’s right to defer a demand registration, shelf registration or underwritten offering under certain circumstances, the Apollo Funds, Searchlight and DPH 123 may require that the Company register for public resale under the Securities Act all shares of the Company’s Common Stock that they request to be registered at any time, subject to the restrictions in the lock-up agreements entered into by each of those parties in connection with the Initial Public Offering, so long as the securities being registered in each registration statement or sold in any underwritten offering are reasonably expected to produce aggregate proceeds of at least $66.0 million.

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If the Company becomes eligible to register the sale of the Company’s securities on Form S-3 under the Securities Act, which will not be until at least twelve calendar months after August 4, 2020, the Apollo Funds and Searchlight have the right to require the Company to register the sale of the Common Stock held by them on Form S-3, subject to offering size and other restrictions. The Apollo Funds and Searchlight also have the right to request marketed and non-marketed underwritten offerings using a shelf registration statement, and DPH 123 has the right to participate in these underwritten offerings.

The Company will not be obligated under the Registration Rights Agreement to effectuate more than three demand registrations and underwritten offerings under a shelf registration statement, in the aggregate, for Searchlight and more than one demand registration for DPH 123 and, without our consent, the Searchlight affiliates and DPH 123 will not be able to exercise a demand registration until following the one-year anniversary of the Initial Public Offering.

If the Company proposes to file certain types of registration statements under the Securities Act with respect to an offering of equity securities (including for sale by the Company or at the request of the Apollo Funds, Searchlight or DPH 123), the Company will be required to use its reasonable best efforts to offer the parties to the Registration Rights Agreement the opportunity to register the sale of all or part of their shares on the terms and conditions set forth in the Registration Rights Agreement (customarily known as “piggyback rights”).

All expenses of registration under the Registration Rights Agreement, including the legal fees of counsel chosen by stockholders participating in a registration, will be paid by the Company.

The registration rights granted in the Registration Rights Agreement are subject to customary restrictions including blackout periods and, if a registration is underwritten, any limitations on the number of shares to be included in the underwritten offering as reasonably advised by the managing underwriter or underwriters. The Registration Rights Agreement also contains customary indemnification and contribution provisions.

The foregoing summary of the Registration Rights Agreement is qualified in its entirety by reference to the Registration Rights Agreement, which is filed herewith as Exhibit 10.1, and is incorporated by reference herein.

Investor Rights Agreements

On August 4, 2020, the Company entered into the Amended and Restated Investor Rights Agreement (the “SCP Investor Rights Agreement”) with Searchlight and AP VIII Holdings. The SCP Investor Rights Agreement provides that, as long as Searchlight and its affiliates continue to hold at least 6,000,000 shares of the Company’s Common Stock (subject to any equitable adjustments), Searchlight will have the right to (a) nominate one director to the Company’s board of directors (the “Board”) and (b) designate one director to the boards of directors of certain subsidiaries of the Company so long as Apollo, the Apollo Funds and their respective affiliates appoint any director to such company’s board of directors (or similar body).

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On August 4, 2020, the Company entered into the Amended and Restated Investor Rights Agreement (the “ABRY Investor Rights Agreement” and, together with the SCP Investor Rights Agreement, the “Investor Rights Agreements”) with DPH 123, ACE Investment Holdings, AP VIII Holdings and, solely for the purposes of Section 4.1 thereof, ABRY Partners VIII, L.P. (“ABRY VIII”). Pursuant to the ABRY Investor Rights Agreement, as long as affiliates of ABRY continue to hold at least 11,122,514 shares of Common Stock (subject to any equitable adjustments), ABRY VIII will have the right to nominate one director to the Board.

Pursuant to the Investor Rights Agreements, Apollo and its affiliates will have the right, at any time until Apollo and its affiliates, including the Apollo Funds, no longer beneficially own at least 5% of the issued and outstanding Common Stock, to nominate a number of directors comprising a percentage of the Board in accordance with their beneficial ownership of the outstanding Common Stock (rounded up to the nearest whole number).

Any vacancy on the Board in respect of a Board member nominated by Apollo will be filled only by individuals designated by Apollo and its affiliates, including the Apollo Funds, for so long as they beneficially own at least 5% of the issued and outstanding Common Stock. Any vacancy on the Board in respect of the Board member nominated by Searchlight or the Board member nominated by ABRY VIII will be filled only by an individual designated by Searchlight or ABRY VIII, as applicable, for so long as the ownership of Searchlight and its affiliates or ABRY and its affiliates, as applicable, exceeds the applicable minimum specified Common Stock ownership threshold described above.

In the event that Apollo and its affiliates have nominated less than the total number of the Board members that Apollo and its affiliates are entitled to nominate, Searchlight has not nominated the Board member that Searchlight is entitled to nominate or ABRY VIII has not nominated the Board member that ABRY VIII is entitled to nominate, Apollo and its affiliates, Searchlight or ABRY VIII, as applicable, will have the right, at any time, to nominate such additional person(s), and the Board will take all necessary actions, whether by increasing the size of the Board or otherwise, to effect the election of such additional person(s) to fill any existing vacancy or newly-created directorship. To the extent any Board nominee of Apollo, Searchlight or ABRY VIII is not elected as a director at a meeting of the Company’s stockholders, Apollo and its affiliates, Searchlight or ABRY VIII, as applicable, will continue to have the right to nominate its Board nominee(s), as applicable, and the Board will take all necessary actions, whether by increasing the size of the Board or otherwise, to effect the election of such additional nominee(s) to fill any existing vacancy or newly-created directorship. The Investor Rights Agreements also set forth certain information rights granted to Apollo, Searchlight and ABRY and their respective affiliates.

The Investor Rights Agreements provide that until Apollo and its affiliates, including the Apollo Funds, no longer beneficially own at least 33% of the issued and outstanding Common Stock, the Company will not take certain significant actions specified therein without the prior consent of Apollo and its affiliates.

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The foregoing summary of the Investor Rights Agreements is qualified in its entirety by reference to the SCP Investor Rights Agreement and the ABRY Investor Rights Agreement, which are filed herewith as Exhibits 10.2 and 10.3, respectively, and are incorporated by reference herein.

Management Consulting Agreements and Transaction Fee Agreement

Rackspace Technology Global, Inc., a subsidiary of the Company (“Rackspace Technology Global”), and ABRY previously entered into a termination letter that, effective as of August 4, 2020, terminated the Management Consulting Agreement (the “ABRY Management Consulting Agreement”), dated as of November 15, 2017, between Rackspace Technology Global and ABRY, as previously reported in the Company’s Registration Statement on Form S-1 (File No. 333-239794) (the “Registration Statement”). As a result, no management fees will accrue or be payable under the ABRY Management Consulting Agreement for periods subsequent to August 4, 2020.

Rackspace Technology Global, Apollo Management Holdings, L.P. (“Apollo Management Holdings”) and Searchlight Capital Partners, L.P. (“Searchlight Capital Partners”), previously entered into a termination letter that, effective as of August 4, 2020, terminated the Management Consulting Agreement (the “SCP Management Consulting Agreement”), dated as of November 3, 2016, among Rackspace Technology Global, Apollo Management Holdings and Searchlight Capital Partners, as previously reported in the Company’s Registration Statement. As a result, no management fees will accrue or be payable under the SCP Management Consulting Agreement for periods subsequent to the pricing of the Initial Public Offering. The termination of the SCP Management Consulting Agreement also terminated, effective as of August 4, 2020, the Transaction Fee Agreement, dated as of November 3, 2016, between Rackspace Technology Global and Apollo Global Securities, LLC.

Management Investor Rights Agreement

The Company, AP VIII Inception Topco, L.P. and certain stockholders of the Company party thereto previously entered into an amendment that, effective as of August 4, 2020, terminated the Management Investor Rights Agreement, dated as of April 7, 2017, among the Company, AP VIII Inception Topco, L.P. and certain stockholders of the Company party thereto, as previously reported in the Company’s Registration Statement.

Institutional Investor Rights Agreement

The Company and the Apollo Funds previously entered into a termination letter that, effective as of August 4, 2020, terminated the Institutional Investor Rights Agreement, dated as of November 3, 2016, between the Company and the Apollo Funds, as previously reported in the Company’s Registration Statement.

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On August 7, 2020 in connection with the Closing, the Incremental Assumption Agreement No. 4, dated as of July 20, 2020 (the “Amendment”), among Inception Parent, Inc., Rackspace Technology Global, the subsidiary loan parties party thereto and Citibank, N.A., as administrative agent, became effective. The Amendment modifies the terms of Rackspace Technology Global’s first lien senior secured revolving credit facility (the “Revolving Credit Facility”) to, among other things, (i) increase the amount of the commitments available under the Revolving Credit Facility from $225 million to $375 million, (ii) reduce the applicable margin with respect to the Revolving Credit Facility to 3.00% for LIBOR loans and 2.00% for base rate loans, but include a 1.00% LIBOR “floor” applicable to LIBOR loans, and (iii) extend the maturity date with respect to the Revolving Credit Facility from November 3, 2021 to August 4, 2025; however, if 91 days prior to the scheduled maturity date of (A) Rackspace Technology Global’s senior secured first lien term loan facility (the “Term Loan Facility”), more than $50 million aggregate principal amount of loans remains outstanding under the Term Loan Facility, or (B) Rackspace Technology Global’s 8.625% Senior Notes due 2024 (the “Notes”), more than $50 million aggregate principal amount of the Notes remains outstanding, in either such case, the Revolving Credit Facility will mature on such earlier date. The Amendment also modifies the financial maintenance covenant applicable to the Revolving Credit Facility that limits the Company’s net first lien leverage ratio to be a maximum of 5.00 to 1.00 (as compared to 3.50 to 1.00 prior to giving effect to the Amendment). This financial maintenance covenant will only be applicable and tested if the aggregate amount of outstanding borrowings under the Revolving Credit Facility and letters of credit issued thereunder (excluding $25 million of undrawn letters of credit and cash collateralized letters of credit) as the last day of a fiscal quarter is equal to or greater than 35% of the Revolving Credit Facility commitments as of the last day of such fiscal quarter. Other than described in this paragraph, the terms and conditions of the Revolving Credit Facility will remain the same, and the amendment described in this paragraph will not amend or otherwise modify the terms of the Term Loan Facility.

The foregoing summary of the Amendment is qualified in its entirety by reference to the Amendment, which is filed herewith as Exhibit 10.4, and is incorporated by reference herein.

On August 4, 2020, in connection with the Initial Public Offering, the Company amended and restated its certificate of incorporation and amended and restated its bylaws as previously reported in the Company’s Registration Statement.

The Company’s Second Amended and Restated Certificate of Incorporation is filed herewith as Exhibit 3.1 and incorporated by reference herein, and the Company’s Second Amended and Restated Bylaws are filed herewith as Exhibit 3.2 and incorporated by reference herein.

(d) Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 7, 2020

Exhibit 10.1

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

among

RACKSPACE TECHNOLOGY, INC.

AND

THE HOLDERS PARTY HERETO

DATED August 4, 2020

TABLE OF CONTENTS

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THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 4, 2020 (this “Agreement”), is entered into by and among Rackspace Technology, Inc., a Delaware corporation (together with any successor entity thereto, the “Company”), and each of the Holders (as defined below) that are parties hereto from time to time.

WHEREAS, in connection with the Company’s initial public offering, the parties hereto desire to enter into this Agreement in order to grant certain registration rights with respect to the Registrable Securities (as defined below).

NOW, THEREFORE, in consideration of the promises and of the mutual consents and obligations hereinafter set forth, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. As used herein, the following terms shall have the following respective meanings:

“Adoption Agreement” shall mean an Adoption Agreement in the form attached hereto as Exhibit A.

“Affiliate” means, with respect to any Person, any Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person. Notwithstanding the foregoing, (a) the Company, its Subsidiaries and their respective joint ventures (if any) shall not be considered Affiliates of any Holder, (b) no Holder shall be considered an Affiliate of (i) any portfolio company in which investment funds affiliated with such Holder have made a debt or equity investment (and vice versa), (ii) any limited partners, non-managing members of, or other similar direct or indirect investors in such Holder or its investment fund affiliates, (iii) any portfolio company in which any limited partner, non-managing member of, or other similar direct or indirect investor in such Holder or any of its investment fund affiliates have made a debt or equity investment (and vice versa) or (iv) any other Holder (other than each of the Apollo Stockholders may be an Affiliate of one another and each SCP Investor may be an Affiliate of one another), and none of the Persons described in clauses (i) through (iv) of this definition shall be considered an Affiliate of each other and (c) without giving effect to the exception set forth in the beginning of this sentence, no Holder shall be considered an Affiliate of the Persons described in clauses (a) and/or (b) of this definition (and vice versa).

“Agreement” shall have the meaning ascribed to it in the introductory paragraph.

“Apollo Stockholders” shall mean AP VIII Inception Holdings, L.P., AP Inception Co-Invest, L.P. and each of their permitted successors and assigns.

“Assignee” shall have the meaning set forth in Section 8.4.

“Automatic Shelf Registration Statement” shall mean an “automatic shelf registration statement” as defined in Rule 405 (or successor rule) promulgated under the Securities Act.

“beneficially owned”, “beneficial ownership” and similar phrases have the same meanings as such terms have under Rule 13d-3 (or any successor rule then in effect) under the Exchange Act, except that in calculating the beneficial ownership of any Holder, such Holder shall be deemed to have beneficial ownership of all securities that such Holder has the right to acquire, whether such right is currently exercisable or is exercisable upon the occurrence of a subsequent event.

“Board of Directors” shall mean the Board of Directors of the Company.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banks in New York, New York are authorized or obligated by law or executive order to close.

“Commission” shall mean the Securities and Exchange Commission or any other Federal agency at the time administering the Securities Act.

“Common Stock” shall mean, collectively, the Company’s common stock, par value $0.01 per share, any additional security paid, issued or distributed in respect of any such shares by way of a dividend, stock split or distribution, or in connection with a combination of shares, and any security into which such Common Stock or additional securities shall have been converted or exchanged in connection with a recapitalization, reorganization, reclassification, merger, consolidation, exchange, distribution or otherwise.

“Control,” and its correlative meanings, “Controlling,” and “Controlled,” shall mean the possession, direct or indirect (including through one or more intermediaries), of the power to direct or cause the direction of the management of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Datapipe Investor” means DPH 123, LLC, a Delaware limited liability company.

“Demand Holder” shall mean each of (i) the Apollo Stockholders, (ii) the SCP Investor, (iii) the Datapipe Investor and (iv) each Transferee of an Apollo Stockholder, the SCP Investor or the Datapipe Investor to whom an Apollo Stockholder, the SCP Investor or the Datapipe Investor, as applicable, has Transferred rights in accordance with Section 2.1(a) and Section 8.4.

“Demand Notice” shall have the meaning ascribed to it in Section 2.1(b).

“Demand Registration” shall mean a registration of Shares pursuant to Section 2.1.

“Demand Rights” shall have the meaning ascribed to it in Section 2.1(a).

“Determination Date” shall have the meaning ascribed to it in Section 2.2(e).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

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“FINRA” shall mean the Financial Industry Regulatory Authority or any successor regulatory authority.

“Holders” shall mean the holders of Registrable Securities who are parties hereto (including, for the avoidance of doubt, Transferees of such Holders that acquire Registrable Securities in accordance with Section 8.4 and execute an Adoption Agreement in accordance with Section 8.4).

“Information” shall have the meaning ascribed to it in Section 4.1(h).

“Initial Notice” shall have the meaning ascribed to it in Section 3.1.

“Inspectors” shall have the meaning ascribed to it in Section 4.1(i).

“Investor Shelf Holders” shall have the meaning ascribed to it in Section 2.2(c)(i).

“Lock-up Period” shall have the meaning ascribed to it in Section 2.6(a).

“Marketed Underwritten Shelf Take-Down” shall have the meaning ascribed to it in Section 2.2(c)(ii).

“Non-Marketed Shelf Take-Down” shall have the meaning ascribed to it in Section 2.2(d).

“Person” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Piggyback Notice” shall have the meaning ascribed to it in Section 3.1(a).

“Piggyback Registration” shall mean any registration pursuant to Section 3.1(a).

“Prospectus” shall mean the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the securities covered by such Registration Statement and, in each case, by all other amendments and supplements to such prospectus, including post-effective amendments and, in each case, all material incorporated by reference in such prospectus.

“Records” shall have the meaning ascribed to it in Section 4.1(i).

“Registrable Securities” shall mean, with respect to any Holder, at any time, the Shares held or beneficially owned by such Holder at such time or which such Holder has the right to acquire pursuant to the exercise of any option, warrant or right or the conversion or exchange of any convertible or exchangeable security held by such Holder at such time, regardless of whether then exercisable, convertible or exchangeable; provided, however, that as to any Registrable Securities, such securities shall cease to be Registrable Securities (i) upon the sale thereof pursuant to an effective registration statement, (ii) upon the sale thereof pursuant to Rule 144 or Rule 145 under the Securities Act, (iii) when the Holder of such securities holds less than one percent (1%)

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of the then issued and outstanding shares of Common Stock (determined as the aggregate number of Registrable Securities held by such Holder with all of its Affiliates) and such securities are eligible for sale pursuant to Rule 144 under the Securities Act (or any successor provision) without compliance with the manner of sale, volume and other limitations under such rule and are not otherwise subject to any transfer restriction, (iv) when such securities cease to be outstanding or (v) if such securities shall have been otherwise transferred and new certificates or book-entries for them not bearing a legend restricting transfer shall have been delivered by the Company and such securities may be publicly resold without registration under the Securities Act.

“Registration Statement” shall mean any Registration Statement of the Company which covers the Registrable Securities, including any preliminary Prospectus and the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits thereto and all material incorporated by reference in such Registration Statement.

“Requesting Holder” shall mean the Holder exercising a Demand Right.

“Restricted Shelf Take-Down” shall have the meaning ascribed to it in Section 2.2(c)(iii).

“Restricted Shelf Take-Down Notice” shall have the meaning ascribed to it in Section 2.2(c)(iii).

“Rule 144” shall mean Rule 144 under the Securities Act (or successor rule).

“SCP Investor” shall mean, collectively, Searchlight Capital II, L.P., a Cayman Islands limited partnership, and Searchlight Capital II PV, L.P., a Cayman Islands limited partnership.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Selling Investors” shall mean the Holders selling Registrable Securities pursuant to a Registration Statement under this Agreement.

“Selling Investors’ Counsel” shall have the meaning set forth in Section 4.1(b).

“Shares” shall mean shares of Common Stock and shall also include any security of the Company issued in respect of or in exchange for such securities of the Company, whether by way of dividend or other distribution, split, recapitalization, merger, rollup transaction, consolidation or reorganization.

“Shelf Holder” shall have the meaning ascribed to it in Section 2.2(b).

“Shelf Registration” shall have the meaning ascribed to it in Section 2.2(a).

“Shelf Registration Statement” shall have the meaning ascribed to it in Section 2.2(a).

“Shelf Take-Down” shall have the meaning ascribed to it in Section 2.2(b).

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“Short-Form Registration Statement” shall mean a registration statement on Form S-3 or any similar short-form registration statement, as it may be amended from time to time, or any similar successor form.

“Subsidiary” shall mean each Person in which another Person owns or controls, directly or indirectly, capital stock or other equity interests representing more than 50% in voting power of the outstanding capital stock or other equity interests.

“Take-Down Participation Notice” shall have the meaning ascribed to it in Section 2.2(c)(iv).

“Transfer” shall mean any direct or indirect sale, assignment, transfer, conveyance, gift, bequest by will or under intestacy laws, pledge, hypothecation or other encumbrance, or any other disposition, of the stated security (or any interest therein or right thereto, including the issuance of any total return swap or other derivative whose economic value is primarily based upon the value of the stated security) or of all or part of the voting power (other than the granting of a revocable proxy) associated with the stated security (or any interest therein) whatsoever, or any other transfer of beneficial ownership of the stated security, with or without consideration and whether voluntarily or involuntarily (including by operation of law).

“Transferee” shall mean a Person acquiring Shares pursuant to a Transfer.

“Underwritten Offering” shall mean a sale, on the Company’s or any Holder’s behalf, of Shares by the Company or a Holder to an underwriter for reoffering to the public.

“Underwritten Shelf Take-Down” shall have the meaning ascribed to it in Section 2.2(c).

“Underwritten Shelf Take-Down Notice” shall have the meaning ascribed to it in Section 2.2(c).

“Well-Known Seasoned Issuer” shall mean a “well-known seasoned issuer” as defined in Rule 405 (or successor rule) promulgated under the Securities Act.

ARTICLE II

DEMAND AND SHELF REGISTRATION

Section 2.1 Right to Demand; Demand Notices.

(a) Holders’ Demand for Registration. Subject to the provisions of this Article II, at any time and from time to time, each Demand Holder shall have the right to request in writing that the Company register the sale under the Securities Act of all or part of the Registrable Securities beneficially owned by such Demand Holder or its Affiliates (a “Demand Right”). Notwithstanding the foregoing:

(i) each Apollo Stockholder shall have an unlimited number of Demand Rights; provided, that, subject to Section 8.4, each Apollo Stockholder may provide a Transferee with the following Demand Rights: (A) no Demand Rights if such Transferee acquires less than 5% of the outstanding Shares, (B) one Demand Right if such Transferee acquires at least 5% but not more than 15% of the outstanding Shares and (C) two Demand Rights if such Transferee acquires at least 15% of the outstanding Shares;

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(ii) the SCP Investor shall have, in the aggregate, three Demand Rights and the Datapipe Investor shall have one Demand Right (in each case, reduced by the number of Underwritten Shelf Take-Downs that such Holder initiates under Section 2.2(c)); provided, that no Demand Registration shall be deemed to be a Demand Registration for the purposes of this clause (ii) if the SCP Investor or Datapipe Investor, as applicable, requesting such Demand Registration is not able to sell all of the Registrable Securities proposed to be sold therein as a result of the participation of any other Holder in such Demand Registration or the application of Section 2.5(b); provided, further, that, (A) the Company shall not be obligated to take any action to effect any Demand Registration at the request of the SCP Investor or the Datapipe Investor until the one-year anniversary of the closing of the Company’s initial public offering unless (x) the Company is eligible to file a Shelf Registration Statement using a Short-Form Registration Statement and the Lock-up Period relating to the initial public offering has expired or (y) the prior written consent of the Company is obtained, or (B) unless otherwise agreed in writing by the Company, the Company shall not be obligated to take any action to effect more than one Demand Registration or Underwritten Shelf Take-Down at the request of the SCP Investor in any 12-month period and (C) subject to Section 8.4, the SCP Investor and the Datapipe Investor each may provide a Transferee with all of (or in the case of the SCP Investor, a portion of) its remaining Demand Rights so long as the SCP Investor or the Datapipe Investor, as applicable, Transfers at least 50% of the Shares that it holds as of the date of this Agreement (subject, in each case, to Section 8.16) to such Transferee;

(iii) a Demand Right may be exercised only if (x) the aggregate offering price of the Shares to be sold by the Demand Holder and its Affiliates in the applicable offering (before deduction of underwriter discounts and commissions) is reasonably expected to exceed, in the aggregate, $66.0 million or (y) such Demand Right is exercised with respect to all remaining Registrable Securities held by the Demand Holder; provided, that if the Company has previously effected a Demand Registration pursuant to this Section 2.1, the Company shall not be required to effect an additional Demand Registration pursuant to this Section 2.1 until a period of 75 days shall have elapsed from the date on which such previous registration became effective.

(b) Demand Notices. All requests made pursuant to this Section 2.1 shall be made by providing written notice to the Company (each such written notice, a “Demand Notice”), which notice shall (i) specify the aggregate number and class or classes of Registrable Securities proposed to be registered by the Demand Holder (and its Affiliates) providing such Demand Notice and (ii) state the intended methods of disposition in the offering (including whether or not such offering shall be an Underwritten Offering).

(c) Demand Filing. Subject to Section 2.3, promptly (but in any event within five (5) Business Days) after receipt of any Demand Notice, the Company shall give written notice of the Demand Notice to all other Holders of Registrable Securities and otherwise comply with Section 3.1. Subject to Section 2.3, the Company shall use reasonable best efforts to file the registration statement in respect of a Demand Notice as soon as practicable and, in any event, within 90 days after receiving a Demand Notice and shall use reasonable best efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing.

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(d) Demand Registration Form. Registrations under this Section 2.1 shall be on such appropriate registration form of the Commission that the Company is eligible to use (i) as reasonably requested by the Requesting Holder (which form may include a confidential submission if permitted under applicable rules of the Commission) and (ii) as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the Demand Notice. If, in connection with any registration under this Section 2.1 that is requested by the Requesting Holder to be on a Short-Form Registration Statement, the managing underwriter, if any, shall advise the Company that in its opinion, or if the Company independently determines in good faith, the use of another permitted form is of material importance to the success of the offering, then such registration shall be permitted to be on such other permitted form.

(e) Demand Withdrawal. A Requesting Holder may withdraw all or any portion of its Registrable Securities from a Demand Registration by providing written notice to the Company at least five (5) Business Days prior to the earliest of (i) effectiveness of the applicable Registration Statement, (ii) the filing of any Registration Statement relating to such Demand Registration that includes a pricing range or (iii) the commencement of a roadshow relating to the Registration Statement for such Demand Registration, and no such registration shall be counted for purposes of determining the number of Demand Registrations to which such Requesting Holder is entitled pursuant to Section 2.1(a) if the Requesting Holder withdraws all of its Registrable Securities from such Demand Registration.

Section 2.2 Shelf Registration.

(a) Filing. Notwithstanding anything contained in this Agreement to the contrary, (i) from and after such time as the Company shall have qualified for the use of a Short-Form Registration Statement, upon the written request by the Apollo Stockholders or the SCP Investor, (A) subject to Section 2.3, promptly (but in any event within five (5) Business Days) after receipt of any such written request, the Company shall give written notice to all other Holders of Registrable Securities and otherwise comply with Section 3.1; provided, however, that the Apollo Stockholders may request the inclusion of their Registrable Securities in such Shelf Registration Statement at any time or from time to time, and the Company shall add such Registrable Securities and the securities of any other Holder designated by the Company to the Shelf Registration Statement as promptly as practicable, and (B) the Company shall use its reasonable best efforts to file as soon as reasonably practicable and in any event within 60 days with the Commission a Short-Form Registration Statement (a “Shelf Registration Statement”) to register the sale of all or a portion of the Registrable Securities then outstanding on a delayed or continuous basis in accordance with Rule 415 under the Securities Act (a “Shelf Registration”) and (ii) the Company shall use its reasonable best efforts to cause to be declared effective the Shelf Registration Statement as promptly as practicable after such filing. In no event shall the Company be required to file, and maintain effectiveness of, more than one Shelf Registration Statement at any one time pursuant to this Section 2.2. For the avoidance of doubt, no request for the filing of a Shelf Registration Statement pursuant to this Section 2.2(a) shall count as a Demand Registration for purposes of Section 2.1(a).

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(b) Shelf Take-Downs. Any Holder whose Registrable Securities are included in an effective Shelf Registration Statement (a “Shelf Holder”) may initiate an offering or sale of all or part of such Registrable Securities (a “Shelf Take-Down”), in which case the provisions of this Section 2.2 shall apply. Notwithstanding the foregoing:

(i) any such Shelf Holder may initiate an unlimited number of Non-Marketed Shelf Take-Downs pursuant to Section 2.2(d) below; provided, that such Non-Marketed Shelf Take-Downs do not constitute an Underwritten Shelf Take-Down;

(ii) each Apollo Stockholder may initiate an unlimited number of Underwritten Offerings (including any block trade) pursuant to Section 2.2(c) below; provided, that, subject to Section 8.4, each Apollo Stockholder may provide a Transferee with the following Underwritten Shelf Take-Down rights: (A) such Transferee may not initiate any Underwritten Offerings (including any block trade) if such Transferee acquires less than 5% of the outstanding Shares, (B) such Transferee may initiate one Underwritten Offering (including any block trade) pursuant to Section 2.2(c) below if such Transferee acquires at least 5% but not more than 15% of the outstanding Shares and (C) such Transferee may initiate up to two Underwritten Offerings (including any block trade) pursuant to Section 2.2(c) below if such Transferee acquires at least 15% of the outstanding Shares; and

(iii) the SCP Investor may initiate, in the aggregate, up to three Underwritten Offerings and the Datapipe Investor may initiate one Underwritten Offering (in each case, including any block trades and reduced by the number of Demand Registrations previously exercised by such Holder under Section 2.1) pursuant to Section 2.2(c) below; provided, that (A) no Underwritten Shelf Take-Down shall be deemed to have been exercised or to count against the number of Demand Registrations for the purposes of Section 2.1 if such Shelf Holder is not able to sell all of the Registrable Securities proposed to be sold therein as a result of the participation of any other Holder in any such Underwritten Shelf Take-Down and the application of Section 2.5(b); (B) the Company shall not be obligated to take any action to effect more than one Demand Registration or Underwritten Shelf Take-Down at the request of the SCP Investor in any 12-month period; and (C) subject to Section 8.4, the SCP Investor and the Datapipe Investor each may provide a Transferee with all of (or in the case of the SCP Investor, a portion of) its remaining Underwritten Shelf Take-Down rights under this Section 2.2(b)(iii) so long as the SCP Investor or the Datapipe Investor, as applicable, Transfers at least 50% of the Shares that it holds as of the date of this Agreement (subject, in each case, to Section 8.16) to such Transferee; and

(iv) in the case of clauses (ii) and (iii) of this Section 2.2(b), (A) in each case, the Registrable Securities proposed to be sold by the initiating Shelf Holder shall be required to (x) have a reasonably anticipated aggregate offering price of at least $66.0 million (before deduction of underwriting discounts and commissions) or (y) constitute all remaining Registrable Securities held by such Shelf Holder and (B) if the

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Company has previously effected a Shelf Take-Down that is an Underwritten Offering pursuant to this Section 2.2, the Company shall not be required to effect an additional Shelf Take-Down that is an Underwritten Offering pursuant to this Section 2.2 until a period of 75 days shall have elapsed from the date of such prior Shelf Take-Down that was an Underwritten Offering.

(c) Underwritten Shelf Take-Downs.

(i) Subject to Section 2.2(b), if a Demand Holder that is a Shelf Holder (collectively, “Investor Shelf Holders”) so elects in a written request delivered to the Company (an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down may be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down”) and, if necessary, the Company shall use its reasonable best efforts to file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as practicable. Such initiating Investor Shelf Holder shall indicate in such Underwritten Shelf Take-Down Notice the number of Registrable Securities of such Investor Shelf Holder to be included in such Underwritten Shelf Take-Down and whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”); provided, that any such Underwritten Shelf Take-Down requested by an Investor Shelf Holder shall be deemed to reduce the number of Demand Rights such Investor Shelf Holder is entitled to under Section 2.1(a).

(ii) Promptly upon delivery of an Underwritten Shelf Take-Down Notice with respect to a Marketed Underwritten Shelf-Take Down (but in no event more than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down), the Company shall promptly deliver a written notice of such Marketed Underwritten Shelf Take-Down to all Investor Shelf Holders with Registrable Securities under such Shelf Registration Statement and, in each case, subject to Section 2.5(b) and Section 2.7, the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Investor Shelf Holders that are registered on such Shelf Registration Statement for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, for inclusion therein at least three (3) Business Days prior to the expected date of such Marketed Underwritten Shelf Take-Down.

(iii) Subject to Section 2.2(b), if an Investor Shelf Holder desires to effect an Underwritten Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down (a “Restricted Shelf Take-Down”), the Investor Shelf Holder initiating such Restricted Shelf Take-Down shall provide written notice (a “Restricted Shelf Take-Down Notice”) of such Restricted Shelf Take-Down to the other Investor Shelf Holders as far in advance of the completion of such Restricted Shelf Take-Down as shall be reasonably practicable in light of the circumstances applicable to such Restricted Shelf Take-Down, which Restricted Shelf Take-Down Notice shall set forth (A) the total number of Registrable Securities expected to be offered and sold in such Restricted Shelf Take-Down, (B) the expected plan of distribution of such Restricted Shelf Take-Down and (C) an

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invitation to the other Investor Shelf Holders to elect to include in the Restricted Shelf Take-Down Registrable Securities held by such other Investor Shelf Holders (but subject to Section 2.5(b) and Section 2.7) and (D) the action or actions required (including the timing thereof) in connection with such Restricted Shelf Take-Down with respect to the other Investor Shelf Holders if any such Investor Shelf Holder elects to exercise such right. Any Restricted Shelf Take-Down shall be (x) deemed to reduce the number of Demand Rights the initiating Investor Shelf Holder is entitled to under Section 2.1(a), (y) required to comply with a minimum size requirement equal to fifty percent (50%) of the minimum size requirements set forth in Section 2.2(b) (unless the initiating Investor Shelf Holder requests the filing of a new Shelf Registration Statement in order to effect such Restricted Shelf Take-Down and at such time the Company is not eligible to use an Automatic Shelf Registration Statement, in which case the minimum size requirements set forth in Section 2.2(b) shall apply), and (z) subject to the limits set forth in Section 2.2(b).

(iv) Upon delivery of a Restricted Shelf Take-Down Notice, the other Investor Shelf Holders may elect to sell Registrable Securities in such Restricted Shelf Take-Down, at the same price per Registrable Security and pursuant to the same terms and conditions with respect to payment for the Registrable Securities as agreed to by the initiating Investor Shelf Holder, by sending an irrevocable written notice (a “Take-Down Participation Notice”) to the initiating Investor Shelf Holder, indicating its election to participate in the Restricted Shelf Take-Down and the total number of its Registrable Securities to include in the Restricted Shelf Take-Down (but, in all cases, subject to Section 2.5(b) and Section 2.7).

(v) Notwithstanding the delivery of any Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any Underwritten Shelf Take-Down and as to the timing, manner, price and other terms of any Underwritten Shelf Take-Down shall be at the discretion of the Investor Shelf Holder initiating the Underwritten Shelf Take-Down.

(d) Non-Marketed Shelf Take-Downs. If a Shelf Holder desires to effect a Shelf Take-Down that does not constitute an Underwritten Shelf Take-Down (a “Non-Marketed Shelf Take-Down”), such Shelf Holder shall so indicate in a written request delivered to the Company no later than three (3) Business Days prior to the expected date of such Non-Marketed Shelf Take-Down (or such shorter period as the Company may agree), which request shall include (i) the aggregate number and class or classes of Registrable Securities expected to be offered and sold in such Non-Marketed Shelf Take-Down, (ii) the expected plan of distribution of such Non-Marketed Shelf Take-Down and (iii) the action or actions required (including the timing thereof) in connection with such Non-Marketed Shelf Take-Down, and, if necessary, the Company shall use its reasonable best efforts to file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as practicable.

(e) Filing for Well-Known Seasoned Issuer. Upon the Company becoming a Well-Known Seasoned Issuer, (x) the Company shall give written notice to all of the Holders as promptly as practicable but in no event later than ten (10) Business Days thereafter and such notice shall describe, in reasonable detail, the basis on which the Company has become a Well-Known Seasoned Issuer, and (y) the Company shall, upon written request by either Apollo

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Stockholder, as promptly as practicable, but in no event later than 20 Business Days after receiving such request, use its reasonable best efforts to register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company agrees that if any Holder beneficially owns any Registrable Securities three years after the filing of the most recent Automatic Shelf Registration Statement in compliance with this Section 2.2(e), the Company shall file and cause to remain effective a new Automatic Shelf Registration Statement that registers the sale of any Registrable Securities that remain outstanding at such time. The Company shall give written notice of filing such Registration Statement to all of the Holders as promptly as practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if the Company is no longer a Well-Known Seasoned Issuer (the “Determination Date”), within ten (10) Business Days after such Determination Date, the Company shall (A) give written notice thereof to all of the Holders and (B) to the extent the Company continues to qualify for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, the Company shall file, if necessary, a Short-Form Registration Statement (or a post-effective amendment converting the Automatic Shelf Registration Statement to a Short-Form Registration Statement) covering all of the Registrable Securities, and the Company shall use its reasonable best efforts to have such Short-Form Registration Statement declared effective as promptly as practicable after the date the Automatic Shelf Registration Statement is no longer useable by the Holders to sell their Registrable Securities.

(f) Continued Effectiveness. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement filed pursuant to Section 2.2(a) or Section 2.2(e) hereof, as applicable, continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by an Investor Shelf Holder until the earlier of (i) the date as of which all Registrable Securities registered by such Shelf Registration Statement have been sold and (ii) such shorter period as Investor Shelf Holders holding a majority of the Registrable Securities may reasonably determine.

Section 2.3 Deferral or Suspension of Registration. If (a) the Company receives a Demand Notice, a request to file a Shelf Registration Statement, or a written request from a Shelf Holder for a Shelf Take-Down and the Board of Directors, in its good faith judgment, determines that it would be materially adverse to the Company for such Registration Statement to be filed or declared effective on or before the date such filing or effectiveness would otherwise be required hereunder, or for such Registration Statement or prospectus included therein to be used to sell Shares or for such Shelf Take-Down to be effected, because such action would: (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) based on the advice of the Company’s outside counsel, require disclosure of material non-public information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or the Exchange Act, or (b) the Company is subject to any of its customary suspension or blackout periods, for all or part of the period of such blackout period, or upon issuance by the Commission of a stop order suspending the effectiveness of any Registration Statement or the initiation of proceedings with respect to such Registration Statement under Section 8(d) or 8(e) of the Securities Act, then the Company shall have the right to defer such filing (but not the preparation), initial effectiveness or continued use of a Registration Statement and the prospectus included therein for a period of not more than 60 days (or such longer period as the Requesting Holder or Shelf Holder, as applicable, may determine). If the Company shall so

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postpone the filing or initial effectiveness of a Registration Statement with respect to a Demand Notice and if the Requesting Holder within 30 days after receipt of the notice of postponement advises the Company in writing that it has determined to withdraw such Demand Notice, then such Demand Registration shall be deemed to be withdrawn and shall not be deemed to be an exercise of one of the Demand Rights to which such Requesting Holder is entitled under Section 2.1. Unless consented to in writing by the Holders, the Company shall not use the deferral or suspension rights provided under this Section 2.3 (x) more than twice in any 12-month period (except that the Company shall be able to use this right more than twice in any 12-month period if the Company is exercising such right during the 15-day period prior to the Company’s regularly scheduled quarterly earnings announcement date and the total number of days of postponement in such 12-month period does not exceed 120 days) or (y) except as contemplated in the parenthetical in (x) immediately above, in the aggregate for more than 90 days in any 12-month period. In the event of any deferral or suspension pursuant to this Section 2.3, the Company shall (i) use its reasonable best efforts to keep the Requesting Holder, if applicable, apprised of the estimated length of the anticipated delay; and (ii) notify the Requesting Holder or Shelf Holders, as applicable, promptly upon termination of the deferral or suspension. After the expiration of the deferral or suspension period and without any further request from the Requesting Holder or Shelf Holders, as applicable, to the extent such Requesting Holder has not withdrawn the Demand Notice, if applicable, the Company shall as promptly as reasonably practicable prepare and file a Registration Statement or post-effective amendment or supplement to the applicable Registration Statement or document, or file any other required document, as applicable, so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include a material misstatement or omission and will be effective and useable for the sale of Registrable Securities.

Section 2.4 Effective Registration Statement. A registration requested pursuant to this Article II shall not be deemed to have been effected:

(a) unless a registration statement with respect thereto has been declared effective by the Commission and remains effective in compliance with the provisions of the Securities Act and the laws of any U.S. state or other jurisdiction applicable to the disposition of Registrable Securities covered by such registration statement for not less than 180 days (or such shorter period as will terminate when all of such Registrable Securities shall have been disposed of in accordance with such registration statement) or, if such registration statement relates to an underwritten offering, such longer period as, in the opinion of counsel for the Company, a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer;

(b) if, after it becomes effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority or court for any reason other than a violation of applicable law solely by any Selling Investor and has not thereafter become effective; or

(c) if, in the case of an Underwritten Offering, the conditions to closing specified in an underwriting agreement applicable to the Company are not satisfied or waived other than by reason of any breach or failure by any Selling Investor.

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Section 2.5 Selection of Underwriters; Cutback.

(a) Selection of Underwriters. If a Requesting Holder intends to offer and sell the Registrable Securities covered by its request under this Article II by means of an Underwritten Offering, such Requesting Holder shall, in reasonable consultation with other participating Holders, select the managing underwriter or underwriters to administer such offering, which managing underwriter or underwriters shall be firms of nationally recognized standing and shall be reasonably acceptable to the Company. If an Investor Shelf Holder intends to offer and sell the Registrable Securities covered by its request under this Article II by means of an Underwritten Shelf Take-Down, the participating Investor Shelf Holders shall mutually select the managing underwriter or underwriters to administer such offering, which managing underwriter or underwriters shall be firms of nationally recognized standing and shall be reasonably acceptable to the Company. For the avoidance of doubt, nationally recognized investment banks shall be deemed reasonably acceptable for purposes of this Section 2.5.

(b) Underwriter’s Cutback. Notwithstanding any other provision of this Article II or Section 3.1, if the managing underwriter or underwriters of an Underwritten Offering in connection with a Demand Registration or a Shelf Registration advise the Company in their good faith opinion that the inclusion of all such Registrable Securities proposed to be included in the Registration Statement or such Underwritten Offering would be reasonably likely to interfere with the successful marketing, including, but not limited to, the pricing, timing or distribution, of the Registrable Securities to be offered thereby or in such Underwritten Offering, and no Holder has delivered a Piggyback Notice with respect to such Underwritten Offering, then the number of Shares proposed to be included in such Registration Statement or Underwritten Offering shall be allocated among the Company, the Selling Investors and all other Persons selling Shares in such Underwritten Offering in the following order:

(i) first, the Registrable Securities of the class or classes proposed to be registered held by the Holder that initiated such Demand Registration, Shelf Registration or Underwritten Offering and the Registrable Securities of the same class or classes (or convertible at the Holder’s option into such class or classes) held by other Holders requested to be included in such Demand Registration, Shelf Registration or Underwritten Offering (pro rata among the respective Holders of such Registrable Securities in proportion, as nearly as practicable, to the amounts of Registrable Securities requested to be included in such registration by each such Holder at the time of such Demand Registration, Shelf Registration or Underwritten Offering);

(ii) second, all other securities of the same class or classes (or convertible at the holder’s option into such class or classes) requested to be included in such Demand Registration, Shelf Registration or Underwritten Offering other than Shares to be sold by the Company; and

(iii) third, the Shares of the same class or classes to be sold by the Company.

No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration or offering. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of any other Persons) in such registration if the underwriter so agrees and if the number of Registrable Securities would not thereby be limited.

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Section 2.6 Lock-up.

(a) If requested by the managing underwriters in connection with any Underwritten Offering, each Holder (i) who beneficially owns 1% or more of the outstanding Shares or (ii) who is a natural person and serving as a director or executive officer of the Company shall agree to be bound by customary lock-up agreements providing that such Holder shall not, directly or indirectly, effect any Transfer (including sales pursuant to Rule 144) of any such Shares without prior written consent from the underwriters managing such Underwritten Offering during a period beginning on the date of launch of such Underwritten Offering and ending up to 90 days from and including the date of pricing or such shorter period as reasonably requested by the underwriters managing such Underwritten Offering (the “Lock-Up Period”); provided that (A) the foregoing shall not apply to any Shares that are offered for sale as part of such Underwritten Offering, (B) such Lock-Up Period shall be no longer than and on substantially the same terms as the lock-up period applicable to the Company and the executive officers and directors of the Company and (C) such Lock-Up Period shall not commence unless the Company notifies the Holders in writing prior to the commencement of the Lock-Up Period. Each such Holder agrees to execute a customary lock-up agreement in favor of the underwriters to such effect. The provisions of this Section 2.6(a) will no longer apply to a Holder if (x) such Holder ceases to hold any Shares or (y) except in the case of any Holder who is a current director or executive officer of the Company, such Holder beneficially owns less than 1% of the outstanding Shares.

(b) Nothing in Section 2.6(a) shall prevent: (i) any Holder that is a partnership, limited liability company or corporation from (A) making a distribution of Shares to the partners, members or stockholders thereof or (B) Transferring Shares to an Affiliate of such Holder; (ii) any Holder who is an individual from Transferring Shares to (A) an individual by will or the laws of descent or distribution or by gift without consideration of any kind or (B) a trust or estate planning-related entity for the sole benefit of such Holder or a lineal descendant or antecedent or spouse; (iii) any Holder from (A) pledging, hypothecating or otherwise granting a security interest in Shares or securities convertible into or exchangeable for Shares to one or more lending institutions as collateral or security for any loan, advance or extension of credit and any transfer upon foreclosure upon such Shares or such securities or (B) Transferring Shares pursuant to a final non-appealable order of a court or regulatory agency or (iv) any Holder from Transferring Shares in a manner that was permitted under, but subject to the conditions described in, the lock-ups entered into in connection with the Company’s initial public offering; provided that, in the case of clauses (i), (ii), (iii) and (iv), such Transfer is otherwise in compliance with applicable securities laws and; provided, further, that, in the case of clause (ii), subclause (B) of clause (i) and, if applicable, clause (iv), each such Transferee agrees in writing to become subject to the terms of this Agreement by executing an Adoption Agreement and agrees to be bound by the applicable underwriter lock-up.

Section 2.7 Participation in Underwritten Offering; Information by Holder. No Holder may participate in an Underwritten Offering hereunder unless such Holder (a) agrees to sell such Holder’s Shares on the basis provided in any underwriting arrangements, and in accordance with

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the terms and provisions of this Agreement, including any lock-up arrangements, and (b) completes and executes all questionnaires, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. In addition, the Holders shall furnish to the Company such information regarding such Holder or Holders and the distribution proposed by such Holders, as applicable, as the Company may reasonably request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Article II. Nothing in this Section 2.7 shall be construed to create any additional rights regarding the registration of Shares in any Person otherwise than as set forth herein.

Section 2.8 Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), (iii) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holder.

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ARTICLE III

PIGGYBACK REGISTRATION

Section 3.1 Notices.

(a) If the Company at any time proposes for any reason to register the sale of a class or classes of Shares under the Securities Act (other than a registration on Form S-4 or Form S-8, or any successor of either such form, or a registration relating solely to the offer and sale to the Company’s directors or employees pursuant to any employee stock plan or other employee benefit plan or arrangement) whether or not Shares are to be sold by the Company or otherwise, and whether or not in connection with any Demand Registration pursuant to Section 2.1, any Shelf Registration pursuant to Section 2.2 or any other agreement (such registration, a “Piggyback Registration”), the Company shall give to each Holder holding Shares of the same class or classes proposed to be registered (or convertible at the Holder’s option into such class or classes) eligible to participate in such Piggyback Registration written notice of its intention to so register the Shares at least ten (10) Business Days (or such shorter period as reasonably practical) prior to the expected date of filing of such Registration Statement or amendment thereto in which the Company first intends to identify the selling stockholders and the number of Registrable Securities to be sold (each such notice, an “Initial Notice”). The Company shall, subject to the provisions of Section 3.2 and Section 3.3 below, use its reasonable best efforts to include in such Piggyback Registration on the same terms and conditions as the securities otherwise being sold, all Registrable Securities of the same class or classes as the Shares proposed to be registered (or convertible at the Holder’s option into such class or classes) with respect to which the Company has received written requests from Holders for inclusion therein within the time period specified by the Company in the applicable Initial Notice, which time period shall be not less than five (5) Business Days after sending the applicable Initial Notice (each such written request, a “Piggyback Notice”), which Piggyback Notice shall specify the number of Shares proposed to be included in the Piggyback Registration.

(b) If a Holder does not deliver a Piggyback Notice within the period specified in Section 3.1(a), such Holder shall be deemed to have irrevocably waived any and all rights under this Article III with respect to such registration (but not with respect to future registrations in accordance with this Article III). For the avoidance of doubt, no Piggyback Registration shall count towards the number of Demand Registrations that a Demand Holder is entitled to make pursuant to Section 2.1 or Underwritten Shelf Take-Downs that an Investor Shelf Holder is entitled to make pursuant to Section 2.2.

(c) No registration effected under this Section 3.1 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1 or Section 2.2 hereof, and no registration effected pursuant to this Section 3.1 shall be deemed to have been effected pursuant to Section 2.1 or Section 2.2 hereof. The Initial Notice, the Piggyback Notice and the contents thereof shall be kept confidential until the public filing of the Registration Statement.

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Section 3.2 Underwriter’s Cutback. If the managing underwriter of an Underwritten Offering (including an offering pursuant to Section 2.1 or Section 2.2) that includes a Piggyback Registration advises the Company that it is the managing underwriter’s good faith opinion that the inclusion of all such Registrable Securities proposed to be included in the Registration Statement for such Underwritten Offering would be reasonably likely to interfere with the successful marketing, including, but not limited to, the pricing, timing or distribution, of the Registrable Securities to be offered thereby, then the number of Shares proposed to be included in such Underwritten Offering shall be allocated among the Company, the Selling Investors and all other Persons selling Shares in such Underwritten Offering in the following order:

(a) If the Piggyback Registration referred to in Section 3.1 is initiated as an underwritten primary registration on behalf of the Company, then, with respect to each class proposed to be registered:

(i) first, the Shares held by the Company of the class or classes proposed to be registered that the Company proposes to sell, as applicable;

(ii) second, all Registrable Securities of the same class or classes (or convertible at the Holder’s option into such class or classes) held by Holders requested to be included in such Piggyback Registration (pro rata among the respective Holders of such Registrable Securities in proportion, as nearly as practicable, to the amounts of Registrable Securities requested to be included in such registration by each such Holder at the time of such Piggyback Registration); and

(iii) third, all other securities of the same class or classes (or convertible at the holder’s option into such class or classes) requested to be included in such Piggyback Registration.

(b) if the Piggyback Registration referred to in Section 3.1 is an underwritten secondary registration on behalf of any Holder, then, with respect to each class proposed to be registered:

(i) first, the Registrable Securities of the class or classes proposed to be registered held by such Holder and the Registrable Securities of the same class or classes (or convertible at the Holder’s option into such class or classes) held by other Holders requested to be included in such Piggyback Registration (pro rata among the respective Holders of such Registrable Securities in proportion, as nearly as practicable, to the amounts of Registrable Securities requested to be included in such registration by each such Holder at the time of such Piggyback Registration);

(ii) second, all other securities of the same class or classes (or convertible at the holder’s option into such class or classes) requested to be included in such Piggyback Registration other than Shares to be sold by the Company; and

(iii) third, the Shares of the same class or classes to be sold by the Company.

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(c) if the Piggyback Registration referred to in Section 3.1 is an underwritten secondary registration on behalf of any holder of Common Stock other than a Holder, then, with respect to each class proposed to be registered:

(i) first, the Registrable Securities of the class or classes proposed to be registered held by such holder;

(ii) second, the Registrable Securities of the same class or classes (or convertible at the Holder’s option into such class or classes) held by Holders requested to be included in such Piggyback Registration (pro rata among the respective Holders of such Registrable Securities in proportion, as nearly as practicable, to the amounts of Registrable Securities requested to be included in such registration by each such Holder at the time of such Piggyback Registration);

(iii) third, all other securities of the same class or classes (or convertible at the holder’s option into such class or classes) requested to be included in such Piggyback Registration other than Shares to be sold by the Company; and

(iv) fourth, the Shares of the same class or classes to be sold by the Company.

Section 3.3 Company Control. Except for a Registration Statement being filed in connection with the exercise of a Demand Right or a Shelf Registration, the Company may decline to file a Registration Statement after an Initial Notice has been given or after receipt by the Company of a Piggyback Notice, and the Company may withdraw a Registration Statement after filing and after such Initial Notice or Piggyback Notice, but prior to the effectiveness of the Registration Statement, provided that (i) the Company shall promptly notify the Selling Investors in writing of any such action and (ii) nothing in this Section 3.3 shall prejudice the right of any Demand Holder to immediately request that such registration be effected as a registration under Section 2.1 or Section 2.2 to the extent permitted thereunder.

Section 3.4 Selection of Underwriters. If the Company intends to offer and sell Shares by means of an Underwritten Offering (other than an offering pursuant to Section 2.1 or Section 2.2), the Company shall select the managing underwriter or underwriters to administer such Underwritten Offering, which managing underwriter or underwriters shall be firms of nationally recognized standing.

Section 3.5 Withdrawal of Registration. Any Holder shall have the right to withdraw all or a part of its Piggyback Notice by giving written notice to the Company of such withdrawal at least five (5) Business Days prior to the earliest of (i) effectiveness of the applicable Registration Statement, (ii) the filing of any Registration Statement relating to such Piggyback Registration that includes a price range or (iii) commencement of a roadshow relating to the Registration Statement for such Piggyback Registration.

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ARTICLE IV

REGISTRATION PROCEDURES

Section 4.1 Registration Procedures. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its reasonable best efforts to effect the registration of any Registrable Securities, the Company shall, as expeditiously as practicable:

(a) in the case of Registrable Securities, use its reasonable best efforts to cause a Registration Statement that registers such Registrable Securities to become and remain effective for a period of 180 days or, if earlier, until all of such Registrable Securities covered thereby have been disposed of; provided, that, in the case of any registration of Registrable Securities on a Shelf Registration Statement which are intended to be offered on a continuous or delayed basis, such 180-day period shall be extended, if necessary, to keep the registration statement continuously effective, supplemented and amended to the extent necessary to ensure that it is available for sales of such Registrable Securities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until the earlier of when (i) the Holders have sold all of such Registrable Securities, (ii) all of such Registrable Securities have become eligible for immediate sale pursuant to Rule 144 under the Securities Act by the Holder thereof without restriction by the manner of sale, volume and other limitations under such rule and (iii) in the case of an Automatic Shelf Registration Statement, such Automatic Shelf Registration Statement has been effective for three years (provided that the Company’s obligations hereunder shall be renewed with respect to such Registrable Securities upon the filing of a new Automatic Shelf Registration Statement pursuant to Section 2.2(e));

(b) furnish to each Selling Investor, at least ten (10) Business Days before filing a Registration Statement, or such shorter period as reasonably practical, copies of such Registration Statement or any amendments or supplements thereto, which documents shall be subject to the review, comment and approval by one lead counsel (and any reasonably necessary local counsel) selected by the Holders who beneficially own a majority of such Registrable Securities, which counsel (who may also be counsel to the Company), in each case, shall be subject to the reasonable approval of each Demand Holder whose Registrable Securities are included in such registration, and who shall represent all Selling Investors as a group (the “Selling Investors’ Counsel”) (it being understood that such ten (10) Business Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Selling Investors’ Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);

(c) furnish to each Selling Investor and each underwriter, if any, such number of copies of final conformed versions of the applicable registration statement and of each amendment and supplement thereto (in each case including all exhibits and any documents incorporated by reference) reasonably requested by such Selling Investor or underwriter in writing;

(d) in the case of Registrable Securities, prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the applicable prospectus or prospectus supplement, including any free

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writing prospectus as defined in Rule 405 under the Securities Act, used in connection therewith as may be (i) reasonably requested by any Holder (to the extent such request relates to information relating to such Holder), or (ii) necessary to keep such Registration Statement effective for at least the period specified in Section 4.1(a) and to comply with the provisions of this Agreement and the Securities Act with respect to the sale or other disposition of such Registrable Securities, and furnish to each Selling Investor and to the managing underwriter(s), if any, within a reasonable period of time prior to the filing thereof a copy of any amendment or supplement to such registration statement or prospectus; provided, however, that, with respect to each free writing prospectus or other materials to be delivered to purchasers at the time of sale of the Registrable Securities, the Company shall (i) ensure that no Registrable Securities are sold “by means of” (as defined in Rule 159A(b) under the Securities Act) such free writing prospectus or other materials without the prior written consent of the sellers of the Registrable Securities, which free writing prospectus or other materials shall be subject to the review of counsel to such sellers and (ii) make all required filings of all free writing prospectuses or other materials with the Commission as are required;

(e) notify in writing each Holder promptly (i) of the receipt by the Company of any notification with respect to any comments by the Commission with respect to such Registration Statement or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Company of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes and, in any such case as promptly as reasonably practicable thereafter, prepare and file an amendment or supplement to such registration statement or prospectus which will correct such statement or omission or effect such compliance;

(f) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Holders reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holders to consummate their disposition in such jurisdictions; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this Section 4.1(f);

(g) furnish to each Selling Investor such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such Selling Investors or any underwriter may reasonably request in writing;

(h) notify on a timely basis each Holder of such Registrable Securities at any time when a prospectus relating to such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or

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omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such Holder, as soon as practicable prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the offeree of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(i) make available for inspection by the Selling Investors, the Selling Investors’ Counsel or any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such Selling Investor or underwriter (collectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information (together with the Records, the “Information”) requested by any such Inspector in connection with such Registration Statement and request that the independent public accountants who have certified the Company’s financial statements make themselves available, at reasonable times and for reasonable periods, to discuss the business of the Company. Any of the Information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the Registration Statement, (ii) the release of such Information is requested or required pursuant to a subpoena, order from a court of competent jurisdiction or other interrogatory by a governmental entity or similar process; (iii) such Information has been made generally available to the public; or (iv) such information is or becomes available to such Inspector on a non-confidential basis other than through the breach of an obligation of confidentiality (contractual or otherwise). The Holder(s) of Registrable Securities agree that they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction or by another governmental entity, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;

(j) in the case of an Underwritten Offering, deliver to the underwriters of such Underwritten Offering a “comfort” letter in customary form and at customary times and covering matters of the type customarily covered by such comfort letters from its independent certified public accountants;

(k) in the case of an Underwritten Offering, deliver to the underwriters of such Underwritten Offering a written and signed legal opinion or opinions in customary form from its outside or in-house legal counsel dated the closing date of the Underwritten Offering;

(l) provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Securities and deliver to such transfer agent and registrar such customary forms, legal opinions from its outside or in-house legal counsel, agreements and other documentation as such transfer agent and/or registrar so request;

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(m) issue to any underwriter to which any Selling Investors may sell Registrable Securities in such offering certificates evidencing such Registrable Securities;

(n) upon the request of any Holder of the Registrable Securities included in such registration, use reasonable best efforts to cause such Registrable Securities to be listed on any national securities exchange on which any Shares are listed or, if the Shares are not listed on a national securities exchange, use its reasonable best efforts to qualify such Registrable Securities for inclusion on such national securities exchange as the Company shall designate;

(o) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission and make available to its security holders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the Registration Statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act;

(p) notify the Holders and the lead underwriter or underwriters, if any, and (if requested) confirm such advice in writing, as promptly as reasonably practicable after notice thereof is received by the Company when the applicable registration statement or any amendment thereto has been filed or becomes effective and when the applicable prospectus or any amendment or supplement thereto has been filed;

(q) use its reasonable best efforts to prevent the entry of, and use its reasonable best efforts to obtain as promptly as reasonably practicable the withdrawal of, any stop order with respect to the applicable registration statement or other order suspending the use of any preliminary or final prospectus;

(r) promptly incorporate in a prospectus supplement or post-effective amendment to the applicable registration statement such information as the lead underwriter or underwriters, if any, and the Holders holding a majority of each class of Registrable Securities being sold agree (with respect to the relevant class) should be included therein relating to the plan of distribution with respect to such class of Registrable Securities; and make all required filings of such prospectus supplement or post-effective amendment as promptly as reasonably practicable after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(s) cooperate with each Holder and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;

(t) provide a CUSIP number or numbers for all such shares, in each case not later than the effective date of the applicable registration statement;

(u) to the extent reasonably requested by the lead or managing underwriters in connection with an Underwritten Offering (including an Underwritten Offering pursuant to Section 2.1 or Section 2.2), send appropriate officers of the Company to attend any “road shows” scheduled in connection with any such Underwritten Offering, with all out of pocket costs and expenses incurred by the Company or such officers in connection with such attendance to be paid by the Company;

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(v) enter into such agreements (including an underwriting agreement in customary form) and take such other actions as the Selling Investor or Selling Investors, as the case may be, owning at least a majority of the Registrable Securities covered by any applicable registration statement shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including customary indemnification and contribution to the effect and to the extent provided in Article V hereof; and

(w) subject to all the other provisions of this Agreement, use its reasonable best efforts to take all other steps necessary to effect the registration, marketing and sale of such Registrable Securities contemplated hereby.

ARTICLE V

INDEMNIFICATION

Section 5.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless, to the full extent permitted by law, each Selling Investor, its Affiliates and their respective officers, directors, managers, partners, members and representatives, and each of their respective successors and assigns, against any losses, claims, damages, liabilities and expenses caused by any violation by the Company of the Securities Act or the Exchange Act applicable to the Company and relating to action or inaction required of the Company in connection with the registration contemplated by a Registration Statement or any untrue or alleged untrue statement of a material fact contained in any Registration Statement, prospectus, or preliminary prospectus or any amendment thereof or supplement thereto, or any other disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same was made in reliance on and in conformity with any information furnished in writing to the Company by such Selling Investor expressly for use therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Registration Statement, prospectus, or preliminary prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by the Person asserting such loss, claim, damage, liability or expense specifically for use therein. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who Controls such Persons to the same extent as provided above with respect to the indemnification of the Selling Investor, if requested.

Section 5.2 Indemnification by Selling Investors. Each Selling Investor agrees to indemnify and hold harmless, to the full extent permitted by law, the Company, the Company’s Controlled Affiliates and their respective directors, managers, partners, members and representatives, and each of their respective successors and assigns, and each Person who Controls the Company against any losses, claims, damages or liabilities and expenses caused by any untrue or alleged untrue statement of a material fact contained in any Registration Statement, prospectus, or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make

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the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission was made in reliance on and in conformity with any information furnished in writing by such Selling Investor to the Company expressly for inclusion in such Registration Statement and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense; provided that the obligation to indemnify shall be several, not joint and several, for each Selling Investor and in no event shall the liability of any Selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by such Selling Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Section 5.3 Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder will (i) give prompt (but in any event within 30 days after such Person has actual knowledge of the facts constituting the basis for indemnification) written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person, (c) the indemnified party has reasonably concluded, based on the advice of counsel, that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party or (d) in the reasonable judgment of any such Person, based upon advice of counsel, a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if such Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld, conditioned or delayed). No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action or claim in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes (i) an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action, (ii) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any indemnified party and (iii) does not commit any indemnified party to take, or hold back from taking, any action. No indemnified party shall, without the written consent of the indemnifying party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder, and no indemnifying party shall be liable for any settlement or compromise of, or consent to the entry of judgment with respect to, any such action or claim effected without its consent, in each case which consent shall not be unreasonably withheld.

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Section 5.4 Settlement Offers. Whenever the indemnified party or the indemnifying party receives a firm offer to settle a claim for which indemnification is sought hereunder, it shall promptly notify the other of such offer. If the indemnifying party refuses to accept such offer within 20 Business Days after receipt of such offer (or of notice thereof), such claim shall continue to be contested and, if such claim is within the scope of the indemnifying party’s indemnity contained herein, the indemnified party shall be indemnified pursuant to the terms hereof. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim in any one jurisdiction, unless in the written opinion of counsel to the indemnified party, reasonably satisfactory to the indemnifying party, use of one counsel would be expected to give rise to a conflict of interest between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of one additional counsel.

Section 5.5 Other Indemnification. Indemnification similar to that specified in this Article V (with appropriate modifications) shall be given by the Company and each Selling Investor with respect to any required registration or other qualification of Registrable Securities under Federal or state law or regulation of governmental authority other than the Securities Act.

Section 5.6 Contribution. If for any reason the indemnification provided for in Section 5.1 or Section 5.2 is unavailable to an indemnified party or insufficient to hold it harmless as contemplated by Section 5.1 and Section 5.2, then (i) the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as shall be appropriate to reflect the relative benefits received by the Company, on the one hand, and such prospective sellers, on the other hand, from their sale of the Registrable Securities, provided that, no Selling Investor shall be required to contribute in an amount greater than the dollar amount of the net proceeds received by such Selling Investor with respect to the sale of the Registrable Securities giving rise to such indemnification obligation. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities, or expenses (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or, except as provided in Section 5.3, defending any such action or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations in this Section 5.6 to contribute shall be several in proportion to the amount of Registrable Securities registered by them and not joint.

ARTICLE VI

EXCHANGE ACT COMPLIANCE

Section 6.1 Exchange Act Compliance. So long as the Company (a) has registered a class of securities under Section 12 or Section 15 of the Exchange Act and (b) files reports under Section 13 of the Exchange Act, then the Company shall take all actions reasonably necessary to enable Holders to sell Registrable Securities without registration under the Securities Act within

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the limitation of the exemptions provided by Rule 144 under the Securities Act, as such rule may be amended from time to time or any similar rules or regulations adopted by the Commission, including, without limiting the generality of the foregoing, (i) making and keeping public information available, as those terms are understood and defined in Rule 144 promulgated under the Securities Act, (ii) filing with the Commission in a timely manner all reports and other documents required of the Company under the Exchange Act and (iii) at the request of any Holder if such Holder proposes to sell securities in compliance with Rule 144, forthwith furnish to such Holder, as applicable, a written statement of compliance with the reporting requirements of the Commission as set forth in Rule 144 and make available to such Holder such information as will enable the Holder to make sales pursuant to Rule 144.

ARTICLE VII

TERMINATION

Section 7.1 Termination. The registration rights hereunder shall cease to apply to any particular Registrable Security when: (a) a registration statement with respect to the sale of such Shares shall have become effective under the Securities Act and such Shares shall have been disposed of in accordance with such registration statement; (b) such Shares shall have been sold to the public pursuant to Rule 144 under the Securities Act (or any successor provision); (c) such Shares shall have been otherwise transferred, new certificates or book-entries for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration or qualification of them under the Securities Act or any similar state law then in force; (d) such Shares shall have ceased to be outstanding; or (e) the Holder of such Registrable Security holds less than one percent (1%) of the then issued and outstanding shares of Common Stock (determined as the aggregate number of Registrable Securities held by such Holder with all of its Affiliates) and such Registrable Securities are eligible for sale pursuant to Rule 144 under the Securities Act (or any successor provision) without compliance with the manner of sale, volume and other limitations under such rule and are not otherwise subject to any transfer restriction. The Company shall promptly upon the request of any Holder furnish to such Holder evidence of the number of shares of Common Stock then outstanding.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Severability. If any provision of this Agreement is adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

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Section 8.2 Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement and any action of any kind or any nature (whether at law or in equity, based in contract or in tort or otherwise) that is any way related to this Agreement or any of the transactions related hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that state without regard to the conflict of laws rules thereof. Each party to this Agreement (i) consents to submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom located in the State of Delaware (or, only if the Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court sitting in Wilmington, Delaware), (ii) waives any objection to the laying of venue of any action related to the transactions contemplated by this Agreement brought in such court, (iii) waives and agrees not to plead or claim in any such court that any such action brought in any such court has been brought in an inconvenient forum and (iv) agrees that service of process or of any other papers upon such party by registered mail at the address to which notices are required to be sent to such party under Section 8.5 shall be deemed good, proper and effective service upon such party. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION PROCEEDING, CLAIM OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.3 Other Registration Rights. If the Company shall at any time hereafter provide to any holder of any securities of the Company rights with respect to the registration of such securities under the Securities Act, such rights shall not be in conflict with or adversely affect any of the rights provided to the holders of Registrable Securities in, or conflict (in a manner that adversely affects holders of Registrable Securities) with any other provisions included in, this Agreement.

Section 8.4 Successors and Assigns. Subject to Section 8.4, this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties hereto, each of which, in the case of the Holders, shall agree to become subject to the terms of this Agreement by executing an Adoption Agreement and be bound to the same extent as the parties hereto. The Company may not assign any of its rights or delegate any of its duties hereunder without the prior written consent of the Holders of a majority of the Registrable Securities. Subject to Section 2.1(a) and Section 2.2(b), any Holder may, at its election and at any time or from time to time, assign its rights and delegate its duties hereunder, in whole or in part, to any Transferee of such Holder (each, an “Assignee”); provided, that no such assignment shall be binding upon or obligate the Company to any such Assignee unless and until such Assignee delivers the Company an Adoption Agreement. If a Holder assigns its rights under this Agreement in connection with the Transfer of less than all of its Registrable Securities, the Holder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Holder assigns its rights under this Agreement in connection with the Transfer of all of its Registrable Securities, the Holder shall have no further rights or obligations under this Agreement, except under Article V hereof in respect of offerings in which such Holder participated or registrations in which Registrable Securities held by such Holder were included. Any purported assignment in violation of this provision shall be null and void ab initio.

Section 8.5 Notices. All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if delivered in writing in person, by

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electronic mail or facsimile or sent by nationally-recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth below or at such other address as may hereafter be designated in writing by such party to the other parties. All such notices, requests, consents and other communications shall be delivered as follows:

(a) if to the Company to:

RACKSPACE TECHNOLOGY, INC.

1 Fanatical Place

San Antonio, Texas 78218

Attention:      Holly Windham, General Counsel

with a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Attention:      Brian M. Janson

Facsimile:    (212) 492-0588

Email:           bjanson@paulweiss.com

(b) if to an Apollo Stockholder to:

AP VIII INCEPTION HOLDINGS, L.P.

AP INCEPTION CO-INVEST, L.P.

c/o Apollo Management, L.P.

One Manhattanville Road, Suite 201

Purchase, NY 10577

Attention:      Laurie D. Medley, General Counsel

with a copy, in each case, (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Attention:      Brian M. Janson

Facsimile:    (212) 492-0588

Email:           bjanson@paulweiss.com

(c) If to the SCP Investor to:

SEARCHLIGHT CAPITAL II, L.P.

SEARCHLIGHT CAPITAL II PV, L.P.

745 Fifth Avenue – 27th Floor

28

New York, New York 10151

Attention:      Darren Glatt

Nadir Nurmohamed

with a copy, in each case, (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Attention:      Steven A. Cohen

Victor Goldfeld

John L. Robinson

Email:           SACohen@wlrk.com

VGoldfeld@wlrk.com

JLRobinson@wlrk.com

(d) If to the Datapipe Investor to:

DPH 123, LLC

10 Exchange Place

12th Floor

Jersey City, NJ 07302

Fax: (201) 792-3090

Attention:     CEO

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attention:      Armand A. Della Monica, P.C.

Joshua Kogan, P.C.

Facsimile:     (212) 446-4900

(e) If to another Holder, to the address set forth under such Holder’s name in Schedule I attached hereto.

All such notices, requests, consents and other communications shall be deemed to have been received (i) in the case of personal delivery or delivery by facsimile or electronic mail, on the date of such delivery, (ii) in the case of dispatch by nationally recognized overnight courier, on the next Business Day following such dispatch and (iii) in the case of mailing, on the fifth (5^th) Business Day after the posting thereof.

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Section 8.6 Headings. The headings contained in this Agreement are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement.

Section 8.7 Additional Parties. Additional parties to this Agreement shall only include each Holder (a) who has executed an Adoption Agreement, in the form attached hereto as Exhibit A, or (b) who (i) is bound by and subject to the terms of this Agreement, and (ii) has adopted this Agreement with the same force and effect as if it were originally a party hereto.

Section 8.8 Adjustments. If, and as often as, there are any changes in the Shares or securities convertible into or exchangeable into or exercisable for Shares as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution, merger or other similar transaction affecting such Shares or such securities, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder shall continue with respect to such Shares or such securities as so changed.

Section 8.9 Entire Agreement. This Agreement and the other writings referred to herein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such subject matter.

Section 8.10 Counterparts; Facsimile or.pdf Signature. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original instrument, but all of which together shall constitute one and the same document. This Agreement may be executed by facsimile or.pdf signature and a facsimile or.pdf signature shall constitute an original for all purposes.

Section 8.11 Amendment. Other than with respect to amendments to Schedule I attached hereto, which may be amended by the Company from time to time to reflect the Holders at such time, this Agreement may not be amended, modified or supplemented without the written consent of the Apollo Stockholders (as long as each owns Registrable Securities); provided, however, that, with respect to a particular Holder or group of Holders, any such amendment, supplement, modification or waiver that (a) would materially and adversely affect such Holder or group of Holders in any respect or (b) would disproportionately benefit any other Holder or group of Holders or confer any benefit on any other Holder or group of Holders to which such Holder of group of Holders would not be entitled, shall not be effective against such Holder or group of Holders unless approved in writing by such Holder or the Holders of a majority of the Registrable Securities held by such group of Holders, as the case may be.

Section 8.12 Extensions; Waivers. Any party may, for itself only, (a) extend the time for the performance of any of the obligations of any other party under this Agreement, (b) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any extension or waiver pursuant to this Section 8.12 will be valid only if set forth in a writing signed by the party to be bound thereby.

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No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent such occurrence. Neither the failure nor any delay on the part of any party to exercise any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of the same or of any other right or remedy.

Section 8.13 Further Assurances. Each of the parties hereto shall execute all such further instruments and documents and take all such further action as the Company may reasonably require in order to effectuate the terms and purposes of this Agreement.

Section 8.14 No Third-Party Beneficiaries. Except pursuant to Article V, this Agreement shall not confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assigns and other Persons expressly named herein.

Section 8.15 Interpretation; Construction. This Agreement has been freely and fairly negotiated among the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement. Any reference to any law will be deemed to refer to such law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole, including the schedules, exhibits and annexes, as the same may from time to time be amended, modified or supplemented, and not to any particular subdivision unless expressly so limited. All references to sections, schedules, annexes and exhibits mean the sections of this Agreement and the schedules, annexes and exhibits attached to this Agreement, except where otherwise stated. The parties intend that each representation, warranty, and covenant contained herein will have independent significance. If any party has breached any covenant contained herein in any respect, the fact that there exists another covenant relating to the same subject matter (regardless of the relative levels of specificity) that the party has not breached will not detract from or mitigate the party’s breach of the first covenant.

Section 8.16 Changes in Common Stock. If, and as often as, there are any changes in Common Stock by way of by way of a dividend, distribution, stock split or combination, reclassification, recapitalization, exchange or readjustment, whether in a merger, consolidation, conversion or similar transaction, or by any other means, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder shall continue with respect to Common Stock as so changed.

* * * *

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

[Signature Page to Registration Rights Agreement]

[Signature Page to Registration Rights Agreement]

[Signature Page to Registration Rights Agreement]

[Signature Page to Registration Rights Agreement]

[Signature Page to Registration Rights Agreement]

EXHIBIT A

ADOPTION AGREEMENT

This Adoption Agreement (“Adoption”) is executed pursuant to the terms of the Registration Rights Agreement, dated as of [__], 2020, a copy of which is attached hereto (as amended, the “Registration Rights Agreement”), by the undersigned (the “Undersigned”) executing this Adoption. Capitalized terms used herein without definition are defined in the Registration Rights Agreement and are used herein with the same meanings set forth therein. By the execution of this Adoption, the Undersigned agrees as follows:

1. Acknowledgment. The Undersigned acknowledges that the Undersigned is acquiring certain Shares, subject to the terms and conditions of the Registration Rights Agreement.

2. Agreement. The Undersigned (i) agrees that the Shares acquired by the Undersigned, and certain other Shares and other securities of the Company that may be acquired by the Undersigned in the future, shall be bound by and subject to the terms of the Registration Rights Agreement, pursuant to the terms thereof, and (ii) hereby adopts the Registration Rights Agreement with the same force and effect as if the undersigned were originally a party thereto.

3. Notice. Any notice required as permitted by the Registration Rights Agreement shall be given to the Undersigned at the address listed beside the Undersigned’s signature below.

SCHEDULE I

List of Holders

Exhibit 10.2

AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT

by and among

RACKSPACE TECHNOLOGY, INC.,

SEARCHLIGHT CAPITAL II, L.P.,

SEARCHLIGHT CAPITAL II PV, L.P.

and

AP VIII INCEPTION HOLDINGS, L.P.

Dated as of August 4, 2020

TABLE OF CONTENTS

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AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT dated as of August 4, 2020 (this “Agreement”), by and among (i) RACKSPACE TECHNOLOGY, INC., a Delaware corporation (the “Company”), (ii) SEARCHLIGHT CAPITAL II, L.P., a Cayman Islands limited partnership, and SEARCHLIGHT CAPITAL II PV, L.P., a Cayman Islands limited partnership (the entities set forth in this clause (ii), collectively, the “SCP Investor”), and (iii) AP VIII INCEPTION HOLDINGS, L.P., a Delaware limited partnership (“AP VIII Holdings” and, together with any other member of the Apollo Group (disregarding the Affiliate Exclusion) to whom Company Group Equity Securities are Disposed or that otherwise owns or acquires record or beneficial ownership of Company Group Equity Securities (other than any Co-Invest HoldCo, except to the extent provided in Section 7.17), the “Sponsor Fund”).

WHEREAS, the Company, the SCP Investor and the Sponsor Fund have entered into the Investor Rights Agreement, dated as of November 3, 2016 (the “Original Agreement”); and

WHEREAS, in connection with, and effective upon, the date of completion of the initial public offering of the Company, the Company, the SCP Investor and the Sponsor Fund wish to amend and restate the Original Agreement in its entirety to set forth their agreements with respect to certain matters concerning the Company.

NOW, THEREFORE, in consideration of the promises and of the mutual consents and obligations hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions.

(a) As used in this Agreement:

“Affiliate” means, with respect to any Person, any Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person. Notwithstanding the foregoing, (1) except as otherwise specified herein, none of the Apollo Group, the Sponsor Fund, the SCP Investor, any Permitted Transferee or the other Holders shall be considered an Affiliate of (i) any portfolio company in which the Apollo Group, the Sponsor Fund, the SCP Investor, any Permitted Transferee, such other Holders or any of their respective investment fund affiliates have made a debt or equity investment (and vice versa), (ii) any limited partner of, non-managing member of, or other similar direct or indirect investor in the Apollo Funds, the SCP Investor, any Permitted Transferee or any of their respective alternative investment vehicles or (iii) any portfolio company in which any limited partner of, non-

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managing member of, or other similar direct or indirect investor in the Apollo Group, the Sponsor Fund, the SCP Investor, any Permitted Transferee or the other Holders or any of their respective affiliates have made a debt or equity investment (and vice versa), and none of the Persons described in clauses (i) through (iii) of this definition shall be considered an Affiliate of each other (the exclusion in this clause (1), the “Affiliate Exclusion”) and (2) each of the Holders (other than the Sponsor Fund and any Co-Invest HoldCo) shall not be considered an Affiliate of the Company or any of its Subsidiaries, the Sponsor Fund or the Apollo Group. Notwithstanding anything to the contrary herein, to the extent that AGS would be considered an “Affiliate” of the Sponsor Fund or any of its Affiliates, AGS shall not be considered such an “Affiliate” of the Sponsor Fund or any of its Affiliates when AGS acts as a broker-dealer, underwriter, placement agent, initial purchaser, arranger or lender or in any similar role in the ordinary course of its business.

“AGS” means Apollo Global Securities, LLC, a Delaware limited liability company.

“Apollo Funds” means Apollo Investment Fund VIII, L.P., Apollo Overseas Partners (Delaware 892) VIII, L.P., Apollo Overseas Partners (Delaware) VIII, L.P. and Apollo Overseas Partners VIII, L.P.

“Apollo Group” means the Apollo Funds and the Sponsor Fund, collectively with each of their respective Affiliates (other than the Company and its Subsidiaries) (it being agreed that the Affiliate Exclusion shall apply to all uses of the term “Apollo Group” in this Agreement unless otherwise specified). Notwithstanding anything to the contrary herein, to the extent that AGS would be considered a member of the “Apollo Group”, AGS shall not be considered such a member of the “Apollo Group” when AGS acts as a broker-dealer, underwriter, placement agent, initial purchaser, arranger or lender or in any similar role in the ordinary course of its business.

“Apollo Group Related Person” means (x) any member of the Apollo Group (disregarding the Affiliate Exclusion) or (y) any Person who is a general partner, partner, managing director, manager, officer, director, employee or principal of any member of the Apollo Group (disregarding the Affiliate Exclusion) (including any Apollo Board Nominee) or any Affiliate (disregarding the Affiliate Exclusion) of any of the foregoing (it being agreed that the Affiliate Exclusion shall be disregarded for purposes of all uses of the term “Apollo Group Related Person” in this Agreement). Notwithstanding anything to the contrary herein, to the extent that AGS would be considered an “Apollo Group Related Person”, AGS shall not be considered such an “Apollo Group Related Person” when AGS acts as a broker-dealer, underwriter, placement agent, initial purchaser, arranger or lender or in any similar role in the ordinary course of its business.

“Board” means the Board of Directors of the Company.

“Business Day” means any day that is not a Saturday, Sunday or other day on which banks are required or authorized by Law to be closed in the City of New York.

“Bylaws” means the second amended and restated bylaws of the Company, the same as may be amended or restated from time to time.

“Charter” means the second amended and restated certificate of incorporation of the Company, the same as may be amended or restated from time to time.

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“Co-Invest HoldCo” means AP Inception Co-Invest, L.P., a Delaware limited partnership controlled by a member of the Apollo Group and any other investment fund or account managed or advised by an Affiliate of the Sponsor Fund that is organized for the purpose of co-investing in Company Group Equity Securities alongside AP Inception Co-Invest, L.P. and AP VIII Holdings in the Company.

“Common Stock” means the common stock of the Company, par value $0.01 per share.

“Company Confidential Information” means any confidential and proprietary information, documents and materials of the Company and its Subsidiaries and all of the foregoing’s respective employees, officers, directors, managers, consultants, representatives, analyses, models, securities positions, purchases, sales, investments, activities, business, affairs or other transactions or matters, in each case that are provided by or on behalf of the Company.

“Company Group Equity Linked Securities” means (x) any securities convertible into or exchangeable for, or any warrants or options or other rights to acquire, any capital stock, voting securities or equity interests of the Company or any of its Subsidiaries, (y) any warrants or options or other rights to acquire from the Company or any of its Subsidiaries, or any other obligation of the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any Company Group Equity Securities or (z) any rights that are linked in any way to the price of any Equity Securities of, or to the value of or of any part of, or to any dividends or distributions paid on any capital stock or other Equity Securities of, the Company or any of its Subsidiaries.

“Company Group Equity Securities” means any Equity Securities issued by the Company or any of its Subsidiaries or Company Group Equity Linked Securities.

“Disposition” means any direct or indirect transfer, assignment, exchange, gift, pledge, encumbrance, hypothecation or sale or any other disposition, of Company Group Equity Securities, or any legal, economic or beneficial interest in any Company Group Equity Securities (in each case, whether by merger, consolidation or otherwise, whether held in its own right or by its representative and whether voluntary or involuntary or by operation of law). “Dispose” and “Disposed” have correlative meanings.

“Equity Securities” has the meaning ascribed to such term in Rule 405 promulgated under the Securities Act as in effect on the date hereof.

“Governmental Authority” means any international, national, federal, state, provincial or local governmental, regulatory or administrative authority, agency, commission, court, tribunal, arbitral body or self-regulated entity (including any stock exchange), whether domestic or foreign.

“Holder” means any Person holding Company Group Equity Securities.

“Law” means any federal, state, local, municipal, foreign or other law, statute, legislation, constitution, principle of common law, ordinance, code, decree, order, judgment, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority and any order or decision of an applicable arbitrator or arbitration panel.

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“Percentage Interest” means, with respect to any Holder at any time, the percentage reflecting the share of such Holder’s economic interest in the aggregate issued and outstanding Company Group Equity Securities.

“Permitted Transferee” means, with respect to either SCP Investor, any of Searchlight, the other SCP Investor, any of their respective Affiliates (it being understood that a Person shall not be deemed to be an Affiliate of Searchlight or of an SCP Investor merely by virtue of also being a Holder of Company Group Equity Securities) or any investment fund managed by Searchlight or by any successor thereto; provided, that in no event shall any of the following Persons be deemed a “Permitted Transferee”: (x) any portfolio company in which any such Person or any of its Affiliates has made a debt or equity investment or (y) any investment fund, vehicle or account managed or advised by an Affiliate of the SCP Investor (or any successor thereto) that is organized for the purpose of co-investing or syndicating its interest to third parties in Company Group Equity Securities alongside the SCP Investor.

“Person” means any individual, corporation (including any non-profit corporation), limited liability company, joint stock company, general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, firm, Governmental Authority or other enterprise, association, organization or entity of any kind, whether domestic or foreign.

“Representative” means, with respect to any Person, the investors, financing sources, partners, employees, officers, directors, managers, consultants and representatives of such Person.

“Searchlight” means Searchlight Capital Partners, L.P., a Delaware limited partnership.

“SEC” means the U.S. Securities and Exchange Commission or any successor agency.

“Securities Act” means the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder.

“Sponsor Fund Confidential Information” means any confidential and proprietary information, documents and materials of the Sponsor Fund and its Subsidiaries and all of the foregoing’s respective investors, financing sources, partners, employees, officers, directors, managers, consultants, representatives, analyses, models, securities positions, purchases, sales, investments, activities, business, affairs or other transactions or matters, in each case, that is provided to the SCP Investor or its Affiliates or Representatives in connection with the SCP Investor’s investment in Company Group Equity Securities by or on behalf of the Sponsor Fund.

“Subscription Agreement” means that certain Subscription Agreement, dated November 3, 2016, between the SCP Investor and the Company, pursuant to which the SCP Investor acquired shares of Common Stock.

“Subsidiary” means each Person in which another Person (a) owns or controls, directly or indirectly, capital stock or other Equity Securities representing more than 50% of the outstanding voting stock or other Equity Securities or (b) is a general partner, manager, managing member or other controlling Person.

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Section 1.2 Interpretation. Interpretation of this Agreement shall be governed by the following rules of construction: (a) references to the terms Article, Section, paragraph, Annex, and Exhibit are references to the Articles, Sections, paragraphs, Annexes and Exhibits to this Agreement unless otherwise specified; (b) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including Exhibits hereto; (c) references to “$” or “Dollars” shall mean United States dollars; (d) the words “include,” “includes,” “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (e) the word “or” shall not be exclusive; (f) references to “written” or “in writing” include in electronic form; (g) provisions shall apply, when appropriate, to successive events and transactions; (h) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (i) each of the Company, AP VIII Holdings and the SCP Investor has participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or burdening either party by virtue of the authorship of any of the provisions in this Agreement; (j) a reference to any Person includes such Person’s permitted successors and assigns; (k) references to “days” mean calendar days unless Business Days are expressly specified; (l) the word “will” shall be construed to have the same meaning and effect as the word “shall”; (m) the terms “party”, “party hereto”, “parties” and “party hereto” shall mean a party to this Agreement and the parties to this Agreement, as applicable, unless otherwise specified; (n) with respect to the determination of any period of time, “from” means “from and including”; (o) any deadline or time period set forth in this Agreement that by its terms ends on a day that is not a Business Day shall be automatically extended to the next succeeding Business Day; and (p) the gender of all words used herein shall include the masculine, feminine and neuter, and the number of all words shall include the singular and plural. Unless otherwise specified, any agreement, instrument or statute defined or referred to herein means such agreement, instrument or statute as from time to time may be amended, supplemented, restated or modified, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes.

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ARTICLE II

DISPOSITIONS

Section 2.1 Disposition and Joinders. When any shares of Common Stock or other Company Group Equity Securities are Disposed of to a Permitted Transferee:

(a) any Disposition or attempted or purported Disposition by the SCP Investor or the Sponsor Fund in violation of this Agreement shall be null and void ab initio, and the Company shall not be required to give effect to such attempted or purported Disposition on the books and records of the Company;

(b) it shall be a condition of any Disposition by the SCP Investor (A) if the transferee is not a party to this Agreement that such Disposition not be effected unless and until such transferee has entered into a customary joinder agreement to this Agreement and such further customary documentation, in the reasonable judgment of the Company, as may be necessary to make such Person a party hereto and bound by the obligations, and in accordance with Section 7.18(b) entitled to the rights, of the SCP Investor set forth herein (in each case, in a form satisfactory to the Sponsor Fund in its reasonable discretion), (B) that the SCP Investor shall have complied with its obligations set forth in this Agreement with respect to such Disposition and (C) such Disposition complies with all requirements of applicable Law; and

(c) it shall be a condition of any Disposition by the SCP Investor that the Disposition shall not impose material liability or material reporting obligations on the Company or any Holder in any jurisdiction, whether domestic or foreign, or result in the Company or any Holder becoming subject to the jurisdiction of any court or governmental entity anywhere (other than for matters in connection with such Disposition), other than the jurisdictions, courts and governmental entities in which the Company or such Holder, as applicable, is then subject to such liability, reporting obligation or jurisdiction.

ARTICLE III

[RESERVED]

ARTICLE IV

GOVERNANCE AND ADDITIONAL AGREEMENTS

Section 4.1 Board Composition.

(a) General. Each member of the Board (each, a “Director”) of the Company shall serve for the time periods set forth in the Charter or Bylaws. Subject to Section 4.2, without limiting the Sponsor Fund’s or the SCP Investor’s rights pursuant to this Section 4.1, the Board may increase or decrease its size in accordance with the provisions of the Charter and Bylaws. The Charter and Bylaws and the organizational documents of the Company’s Subsidiaries, as they may be amended from time to time subject to the terms and conditions of this Agreement, shall not at any time be inconsistent with the terms of this Agreement.

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(b) Nomination by the Sponsor Fund. For so long as the Percentage Interest of the Sponsor Fund (for the avoidance of doubt, together with any Co-Invest HoldCo) (the “Sponsor Percentage Interest”) is at least 5%, the Sponsor Fund shall have the right, but not the obligation, to nominate for election to the Board by the Company’s stockholders a number of Directors (any such nominee, an “Apollo Board Nominee”) that equals the Sponsor Percentage Interest multiplied by the total number of Directors comprising the Board (for the avoidance of doubt, including any vacancies and newly created directorships), and rounded up to the nearest whole number. No delay by the Sponsor Fund in nominating its Apollo Board Nominees shall impair its right to subsequently nominate its Apollo Board Nominees. In the event that the Sponsor Fund has nominated less than the total number of nominees the Sponsor Fund shall be entitled to nominate pursuant to this Section 4.1(b), the Sponsor Fund shall have the right, at any time, to nominate such additional nominees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporate actions, to the fullest extent permitted by applicable law, to (x) enable the Sponsor Fund to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise, and (y) effect the election or appointment of such additional individuals nominated by the Sponsor Fund to fill such newly-created directorships or to fill any other existing vacancies.

(c) Nomination by the SCP Investor. The SCP Investor shall have the right, but not the obligation, to (i) nominate for election to the Board by the Company’s stockholders one (1) Director (the “SCP Board Nominee”) and (ii) designate one (1) member of the board of directors (or other similar body) of any Subsidiary to which the Sponsor Fund appoints any director (the “SCP Subsidiary Designee” and, together with the SCP Board Nominee, the “SCP Investor Participants”), in each case, for so long as the SCP Investor holds at least 50% of the shares of Common Stock (subject to Section 7.14) that the SCP Investor subscribed for pursuant to the Subscription Agreement (the “SCP Nomination Condition”, it being understood that the SCP Nomination Condition can only fail to be satisfied as a result of Dispositions by the SCP Investor and not the issuance of additional Company Group Equity Securities) and subject to applicable SEC and stock exchange rules and standards (provided, however, that the SCP Investor Participants shall not be required to be “independent” for purposes of such rules and standards). The SCP Board Nominee shall be designated as a Class III director pursuant to the classified board structure provided in Section 5.03 of the Charter, unless the SCP Investor otherwise provides its prior written consent for the SCP Board Nominee to be in a different class. No delay by the SCP Investor in nominating or designating an SCP Investor Participant shall impair its right to subsequently nominate or designate the SCP Investor Participants. In the event that the SCP Investor has not nominated the nominee the SCP Investor shall be entitled to nominate pursuant to this Section 4.1(c), the SCP Investor shall have the right, at any time, to nominate the nominee to which it is entitled, in which case, the Company and the Directors shall take all necessary corporate actions, to the fullest extent permitted by applicable law, to (x) enable the SCP Investor to nominate and effect the election or appointment of such individual, whether by increasing the size of the Board, or otherwise, and (y) effect the election or appointment of such additional individual nominated by the SCP Investor to fill such newly-created directorship or to fill any other existing vacancy. In the event that the SCP Nomination Condition is no longer satisfied, the SCP Investor shall have no right to nominate the SCP Investor Participants and the SCP Investor shall take all

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actions necessary, appropriate or otherwise reasonably requested by the Company or the Sponsor Fund to cause the SCP Investor Participants to resign or be removed from the boards and committees of the Company and its Subsidiaries. The SCP Board Nominee and SCP Subsidiary Designee shall be entitled to the same notice and information rights as all other members of the board of directors (or other similar body) of the Company or its applicable Subsidiary or any member of the applicable committee thereof. The SCP Investor and the SCP Investor Participants will be entitled to customary expense reimbursement (including in respect of director expenses) on the same terms as Apollo Group Related Persons (including Apollo Board Nominees) and reasonable expenses of counsel in the event of any action for which legal advice is appropriate, and the SCP Board Nominee and SCP Subsidiary Designee shall be entitled to indemnification, exculpation and advancement on the same terms as the Apollo Board Nominees, as applicable.

(d) Vacancies. In the event that a vacancy is created at any time by the death, resignation, removal, disqualification or other cause of any Apollo Board Nominee or SCP Board Nominee, including the failure of any Apollo Board Nominee or SCP Board Nominee to be elected, the Sponsor Fund or the SCP Investor, as applicable, shall have the right to designate a replacement to fill such vacancy (but only if the Sponsor Fund or the SCP Investor, as applicable, would be then entitled to nominate such designee pursuant to Section 4.1(b) or Section 4.1(c), as applicable). The remaining Directors and the Company shall, to the fullest extent permitted by applicable law, take all actions necessary at any time and from time to time to cause the vacancy created thereby to be filled by the individual so designated and to cause the Board to elect such designee to the Board as soon as possible.

(e) Assurances. The Company agrees, to the fullest extent permitted by applicable law, to include in the slate of nominees recommended by the Board for election at any meeting of stockholders (and in any election by written consent) called for the purpose of electing directors the persons nominated pursuant to this Section 4.1 and to nominate and recommend each such individual to be elected as a Director as provided herein, and to use the same efforts to cause the election of such nominees as it uses to cause other nominees recommended by the Board to be elected, including soliciting proxies or consents in favor thereof. The Company is entitled, solely for the purposes set forth in this Section 4.1(e), to identify such individual as an Apollo Board Nominee or an SCP Board Nominee pursuant to this Agreement. The Company and the Directors shall, to the fullest extent permitted by applicable law, take all actions necessary at any time and from time to time so that (i) an Apollo Board Nominee will not be removed from the Board without the approval of the Sponsor Fund, so long as the Sponsor Percentage Interest is at least 5%, and (ii) an SCP Board Nominee will not be removed from the Board without the approval of the SCP Investor (provided, that the SCP Nomination Condition is satisfied).

(f) Corporate Opportunities. The Charter (and equivalent organizational documents of each Subsidiary of the Company) shall at all times include a waiver of any interest or expectancy of the Company or any such Subsidiary in, or in being offered an opportunity to participate in, any business opportunity, and of any other “corporate opportunity” or similar restriction, in favor of the SCP Investor, the Sponsor Fund, and their respective Affiliates (disregarding the Affiliate Exclusion) and the respective Representatives of the foregoing to the fullest extent permitted by law, including pursuant to Section 122(17) of the Delaware General Corporation Law.

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Section 4.2 Matters Requiring Approval of the Sponsor Fund. For so long as the Sponsor Percentage Interest is at least 33%, without the prior written approval of the Sponsor Fund, the Company shall not, and shall (to the extent applicable) cause each of its Subsidiaries not to:

(a) increase or decrease the size of the Board;

(b) incur indebtedness for borrowed money, in a single transaction or a series of related transactions, aggregating to more than $100 million, except for (i) borrowings under a revolving credit facility that has previously been approved or is in existence (with no increase in maximum availability) on the date of closing of the Company’s initial public offering or (ii) intercompany indebtedness;

(c) issue additional Common Stock or Company Group Equity Securities of the Company or any of its Subsidiaries where the value of any such issuance exceeds $50 million in any single issuance, or an aggregate amount of $100 million during a calendar year, other than (A) any award under any stockholder-approved equity compensation plan or (B) any intra-company issuance among the Company and its wholly-owned Subsidiaries;

(d) other than in the ordinary course of business with vendors, customers and suppliers, enter into or effect any (A) acquisition by the Company or any Subsidiary of the equity interests or assets of any Person, or the acquisition by the Company or any Subsidiary of any business, properties, assets, or Persons, in one transaction or a series of related transactions or (B) disposition of assets of the Company or any Subsidiary or the shares or other equity interests of any Subsidiary, in each case where the amount of consideration for any such acquisition or disposition exceeds $50 million in any single transaction, or an aggregate amount of $100 million in any series of transactions during a calendar year;

(e) hire or terminate the Chief Executive Officer or the Chief Financial Officer of the Company or designate any Chief Executive Officer or Chief Financial Officer of the Company;

(f) merge or consolidate with or into any other entity, or transfer (by lease, assignment, sale or otherwise) all or substantially all of the Company’s and its Subsidiaries’ assets, taken as a whole, to another entity, or enter into or agree to undertake any transaction that would constitute a “Change of Control” (or similar term) as defined in the Company’s or its Subsidiaries’ principal credit facilities or note indentures (other than, in each case, transactions among the Company and its wholly-owned Subsidiaries);

(g) undertake any liquidation, dissolution or winding up of the Company;

(h) effect any material change in the nature of the business of the Company and its Subsidiaries, taken as a whole; or

(i) amend, modify or repeal (whether by merger, consolidation or otherwise) any provision of the Charter, the Bylaws or equivalent organizational documents of its Subsidiaries in a manner that adversely affects any affiliates of the Sponsor Fund.

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Section 4.3 Assurances. The Company and the Directors shall, to the fullest extent permitted by applicable law, take all actions necessary at any time and from time to time ensure that the Charter and Bylaws and the organizational documents of the Company’s Subsidiaries facilitate and implement the terms and conditions of, and do not at any time conflict with any provision of, this Agreement.

ARTICLE V

NOTICES

Section 5.1 Notices. In the event a notice or other document is required to be sent hereunder to the Company, to the Sponsor Fund or to the SCP Investor, such notice or other document shall be given in writing, shall be either personally delivered to the Company, to the Sponsor Fund or to the SCP Investor, as applicable, or delivered by an established delivery service by which receipts are given or mailed by first-class mail, postage prepaid, or sent by electronic mail, addressed to the party entitled to receive such notice or other document pursuant to the contact information for each party set forth on Annex I hereto. All notices, other communications or documents shall be deemed to have been duly given: (i) at the time delivered by hand, if personally delivered; (ii) when sent, if by electronic mail (except if any error or “bounce back” electronic mail message is received by the sender and, in such case, upon actual receipt by the party to whom such notice or document is being sent); (iii) five (5) Business Days after having been deposited in the mail, postage prepaid, if mailed by first class mail; and (iv) on the first Business Day with respect to which a reputable air courier guarantees delivery; provided, however, that notices of a change of address shall be effective only upon receipt. Without limiting the foregoing, each of the Company, the Sponsor Fund and the SCP Investor agrees to receive notice under the Charter and Bylaws or under the Delaware General Corporation Law, or under the organizational documents and applicable entity law of any Subsidiary of the Company, by electronic transmission at the e-mail address on file with the Company, and the SCP Investor covenants and agrees to keep a current e-mail address on file with the Company for such purpose.

ARTICLE VI

CERTAIN OTHER AGREEMENTS

Section 6.1 Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles, subject to Section 6.3 hereof. For each of the Sponsor Fund and the SCP Investor, (a) in the case of the Sponsor Fund, for so long as it beneficially owns 3% or more of the outstanding shares of Common Stock, and (b) in the case of the SCP Investor, until the later of (i) it no longer beneficially owns 3% or more of the outstanding shares of Common Stock and (ii) the SCP Nomination Condition is no longer satisfied, the Company shall, and shall cause its Subsidiaries to, (A) permit the Sponsor Fund or the SCP Investor, as applicable, and, in each case, its respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to inspect, review and/or make copies and extracts from the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the

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officers of the Company or any such Subsidiary and (B) upon the written request of the Sponsor Fund or the SCP Investor, provide the Sponsor Fund or the SCP Investor, as applicable, in addition to other information that might be reasonably requested by the Sponsor Fund or the SCP Investor, as applicable, from time to time, (i) direct access to the Company’s auditors and officers, (ii) quarter-end reports to be provided within 45 days after the end of each quarter, (iii) copies of all materials provided to the Board (or committee of the Board) at the same time as provided to the Directors (or members of a committee of the Board), (iv) access to appropriate officers and directors of the Company and its Subsidiaries at such times as may be requested by the Sponsor Fund or the SCP Investor, as applicable, as the case may be, for consultation with the Sponsor Fund or the SCP Investor, as applicable, with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (v) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the Charter or Bylaws or the organizational documents of any of its Subsidiaries, and to provide the Sponsor Fund or the SCP Investor, as applicable, with the right to consult with the Company and its Subsidiaries with respect to such actions, (vi) flash data to be provided within ten days after the end of each quarter and (vii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 6.1, the “Information”); provided, that each of the Sponsor Fund and the SCP Investor may waive, in their sole discretion, in whole or in part, any right to receive all or any portion of the Information contemplated by this Section 6.1 at any time. The Company agrees to consider, in good faith, the recommendations of the Sponsor Fund or the SCP Investor in connection with the matters on which the Company is consulted as described above. Subject to Section 6.2, any Affiliate of the Sponsor Fund or the SCP Investor (and any party receiving Information from the Sponsor Fund or the SCP Investor) who shall receive Information shall maintain the confidentiality of such Information in accordance with Section 6.3, and the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sponsor Fund and the SCP Investor without the loss of any such privilege.

Section 6.2 Sharing of Information. Individuals associated with each of the Sponsor Fund and the SCP Investor may from time to time serve on the Board or the equivalent governing body of the Company’s Subsidiaries. The Company, on its behalf and on behalf of its Subsidiaries, recognizes that such individuals (a) will from time to time receive non-public information concerning the Company and its Subsidiaries and (b) may (subject to the obligation to maintain the confidentiality of such information in accordance with Section 6.3) share such information with other individuals associated with the Sponsor Fund and the SCP Investor, as applicable. Such sharing will be for the dual purpose of facilitating support to such individuals in their capacity as Directors (or members of the governing body of any Subsidiary) and enabling the Sponsor Fund and the SCP Investor, as applicable, as equityholders, to better evaluate the Company’s performance and prospects. The Company, on behalf of itself and its Subsidiaries, hereby irrevocably consents to such sharing.

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Section 6.3 Confidential Information.

(a) Confidentiality Obligations. Each of the SCP Investor and the Sponsor Fund agrees that all Company Confidential Information is proprietary and confidential to the Company and the SCP Investor agrees that all Sponsor Fund Confidential Information is proprietary and confidential to the Sponsor Fund. The (x) SCP Investor (on behalf of itself, its Affiliates and its Representatives) agrees that it will not, during or after the term of this Agreement, whether through an Affiliate, Representative or otherwise, use Sponsor Fund Confidential Information or Company Confidential Information or disclose Sponsor Fund Confidential Information or Company Confidential Information to any Person for any reason or purpose whatsoever and (y) the Sponsor Fund (on behalf of itself, its Affiliates and its Representatives) (the SCP Investor in clause (x) and the Sponsor Fund in clause (y), the “Receiving Party”) agrees that it will not, during or after the term of this Agreement, whether through an Affiliate, Representative or otherwise, use Company Confidential Information or disclose Company Confidential Information to any Person for any reason or purpose whatsoever, except, in the case of each of clauses (x) and (y):

(i) to authorized representatives and employees of the Company or its Subsidiaries and as otherwise is proper in the course of performing the Receiving Party’s obligations hereunder or under any other agreement between such Receiving Party and the Company or its Subsidiaries, or as a member of the board of directors of any of the foregoing for the purpose of discharging such member’s fiduciary or other duties to the Company or its Subsidiaries, provided such member acts in good faith and in a manner such member reasonably believes to be in the best interests of the Company or its Subsidiaries;

(ii) as part of such Receiving Party’s bona fide reporting or review procedures, or in connection with such Receiving Party’s or its Affiliates’ bona fide fund raising or marketing (subject to the recipients thereof being bound by substantially similar confidentiality obligations and use restrictions as set forth herein);

(iii) in accordance with Section 6.2;

(iv) to such Receiving Party’s (or any of its Affiliates’) general partners, partners, managing directors, managers, officers, directors, employees, principals, Representatives, agents, auditors, attorneys or other advisors on a “need to know” basis; provided, that the Receiving Party shall notify such Persons of the confidential nature of such Company Confidential Information or Sponsor Fund Confidential Information, as applicable, and its obligations hereunder and instruct such Persons to abide by the confidentiality and use restrictions set forth herein applicable to such Persons (unless such Persons are otherwise already bound by a duty of confidentiality to such Receiving Party),

(v) to any bona fide prospective purchaser of the Receiving Party or assets of the Receiving Party or its Affiliates or the Company Group Equity Securities held by such Holder, or bona fide prospective merger partner of such Receiving Party or its Affiliates; provided, that such bona fide prospective purchaser or bona fide prospective merger partner agrees to be bound by the provisions of this Section 6.3;

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(vi) in connection with the performance of any party’s obligations under this Agreement; or

(vii) as is required to be disclosed by order of a court of competent jurisdiction, administrative body or governmental body, or by subpoena, summons or legal process, or by law, rule or regulation (including as part of any governmental or regulatory investigation or review, or to comply with SEC rules or regulations); provided, that the Receiving Party required to make such disclosure shall, to the extent legally permissible, provide to the Company and the Sponsor Fund prompt written notice of any such requirement and shall cooperate with the Company and the Sponsor Fund in seeking a protective order or other appropriate remedy, to the extent applicable.

(b) Compliance of and Liability for Affiliates and Representatives. Each of the Sponsor Fund and the SCP Investor shall cause their respective Affiliates to abide by and comply with the provisions of this Section 6.3. The SCP Investor shall (i) with respect to the Company Confidential Information, be liable to the Company for any and all breaches of the confidentiality and use restrictions set forth herein by the SCP Investor, its Affiliates and its and their Representatives (including the SCP Investor Participants) and (ii) with respect to the Sponsor Fund Confidential Information, be liable to the Sponsor Fund, in each case, for any and all breaches of the confidentiality and use restrictions set forth herein by the SCP Investor, its Affiliates and its and their Representatives (including the SCP Investor Participants). The Sponsor Fund shall, with respect to the Company Confidential Information, be liable to the Company for any and all breaches of the confidentiality and use restrictions set forth herein by the Sponsor Fund, its Affiliates, and its and their Representatives. Notwithstanding anything to the contrary herein or otherwise, any liability for breach of this Section 6.3 shall survive the termination of this Agreement and shall continue in effect forthwith. Notwithstanding the foregoing, no Person (including any investment fund managed by the Receiving Party or its Affiliates or any portfolio company of any such investment fund) shall be deemed to be a Representative of the Receiving Party for purposes of this Section 6.3 or have any obligation hereunder unless such Person actually receives Company Confidential Information or Sponsor Fund Confidential Information, as applicable, from, or on behalf of, the Receiving Party. Further, no Affiliate or portfolio company of the Receiving Party shall be deemed to be a Representative hereunder for purposes of this Section 6.3 solely due to the fact that one of the Receiving Party’s employees who has received or had access to Company Confidential Information or Sponsor Fund Confidential Information, as applicable, serves as an officer or member of the board of directors (or similar governing body) of such Affiliate or portfolio company; provided, that such employee does not provide Company Confidential Information or Sponsor Fund Confidential Information, as applicable, to the other directors, officers or employees of such Affiliate or portfolio company.

(c) For purposes of this Section 6.3, “Company Confidential Information” and “Sponsor Fund Confidential Information” shall not include, with respect to any Person, information: (A) which such Person (or its Affiliates) can demonstrate was already in the possession of such Person (or its Affiliates) prior to its receipt from the Company or any Subsidiary thereof lawfully and from a source not subject to any confidentiality obligation to such Person, the Company, the Sponsor Fund, their respective Affiliates or the foregoing’s respective Representatives, (B) which such Person (or its Affiliates) can demonstrate was learned from sources other than the Company, the Sponsor Fund, their respective Affiliates or the foregoing’s

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respective Representatives and, that to the knowledge of such Person (or its Affiliates), is not bound by any duty of confidentiality to any Person in respect of such information, after such information was disclosed by the Company or its Subsidiaries, (C) which is or becomes generally available to the public or the participants in the industry in which the Company and its Subsidiaries participate, other than as a result of a disclosure by such Person, any of its Affiliates or any of its or its Affiliates’ respective Representatives in violation hereof or (D) which is independently developed by such Person or its Affiliates without use, reliance upon or reference to Company Confidential Information, or Sponsor Fund Confidential Information, as applicable.

ARTICLE VII

MISCELLANEOUS

Section 7.1 GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT EVEN IF, UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.

Section 7.2 Binding Effect. This Agreement shall be binding upon the Company, each of the parties hereto, and their respective permitted successors and assigns.

Section 7.3 Amendment. This Agreement may be amended, modified or supplemented, and any provision hereof may be waived, from time to time by an instrument in writing signed by the Company and the Sponsor Fund; provided, however, that any such amendment, modification, supplement or waiver shall require the consent of the SCP Investor if such amendment, modification, supplement or waiver (a) would adversely affect the SCP Investor in any respect or (b) would disproportionately benefit any other Holder or confer any benefit on any other Holder to which the SCP Investor would not be entitled. Upon obtaining any such consent and without any further action or execution by the SCP Investor, (x) any amendment, modification, supplement or waiver of this Agreement may be implemented and reflected in writing executed solely by the Company and the Sponsor Fund and (y) each other party to this Agreement shall be deemed a party to and bound by such amendment, modification, supplement or waiver. Notwithstanding anything to the contrary in this Agreement, any addition of a transferee of the Company Group Equity Securities in accordance with Article II shall not constitute an amendment hereto and need be signed only by the Company and such transferee or recipient.

Section 7.4 Termination. Unless earlier terminated by the mutual agreement of all the parties hereto, this Agreement shall terminate with respect to each of the Sponsor Fund and the SCP Investor, as applicable, upon such time it ceases to own any Company Group Equity Securities. Except as otherwise provided herein, if the Sponsor Fund or the SCP Investor Disposes of all of its Company Group Equity Securities, the Sponsor Fund and the SCP Investor, as applicable, shall cease to be a party to this Agreement and shall have no further rights or obligations hereunder.

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Section 7.5 Specific Performance. Each party to this Agreement acknowledges that a remedy at law for any breach or attempted breach of this Agreement will be inadequate, agrees that each other party to this Agreement shall be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach and further agrees to waive (to the extent legally permissible) any legal conditions required to be met for the obtaining of any such injunctive or other equitable relief (including posting any bond in order to obtain equitable relief). Each party to this Agreement further agrees not to raise as a defense or objection to the request or granting of such relief that any breach of this Agreement is or would be compensable by an award of money damages or that there is an adequate remedy at law.

Section 7.6 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same agreement. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement may be executed by facsimile or .pdf signature which shall constitute an original for all purposes.

Section 7.7 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, and such invalid, illegal or otherwise unenforceable provisions shall be null and void as to such jurisdiction. It is the intent of the parties, however, that any invalid, illegal or otherwise unenforceable provisions be automatically replaced by other provisions which are as similar as possible in terms to such invalid, illegal or otherwise unenforceable provisions but are valid and enforceable to the fullest extent permitted by applicable Law.

Section 7.8 Further Assurances. Subject to the terms and conditions of this Agreement, each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and other documents as any other party hereto reasonably may request in order to carry out the provisions of this Agreement and the consummation of the transactions contemplated hereby.

Section 7.9 Submission to Jurisdiction. Each of the parties hereto irrevocably (i) consents to submit itself to the personal jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that the Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the District of Delaware or, in the event (but only in the event) that such United States District Court for the District of Delaware also does not have subject matter jurisdiction over such legal action or proceeding, any Delaware state court sitting in New Castle County, in connection with any matter based upon or arising out of this Agreement or the actions of the parties hereof, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement in

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any court other than the courts of the State of Delaware, as described above. Each of the parties hereto hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth in Annex I shall be effective service of process for any suit or proceeding in connection with this Agreement. Each party to this Agreement hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 7.9, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the suit, action or proceeding in any such court is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, fetter or delay the levy, execution or collection of any amount to which a party hereto is entitled pursuant to the final judgment of any court having jurisdiction. Each party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Laws of the State of Delaware and of the United States of America; provided, that each such party’s consent to jurisdiction and service contained in this Section 7.9 is solely for the purpose referred to in this Section 7.9 and shall not be deemed to be a general submission to said courts or in the State of Delaware other than for such purpose.

Section 7.10 Waiver. No course of dealing between or among the Company or its Subsidiaries, the Sponsor Fund and the SCP Investor (or any of them) or any delay in exercising any rights hereunder will operate as a waiver of any rights of any party to this Agreement. The failure of any party to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

Section 7.11 WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHT OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS ENTERED INTO IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN.

Section 7.12 Entire Agreement. Except as otherwise expressly provided, this Agreement sets forth the entire agreement of the parties hereto as to the subject matter hereof and supersedes all previous and contemporaneous agreements among all or some of the parties hereto, whether written, oral or otherwise, as to such subject matter. Unless otherwise provided herein, any consent required by any party hereto may be withheld by such party in its sole and absolute discretion.

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Section 7.13 No Third Party Beneficiaries. Except as expressly provided in this Agreement, none of the provisions in this Agreement shall be for the benefit of or enforceable by any Person other than the parties to this Agreement, their respective heirs, executors, administrators, successors and assigns and, with respect to Section 7.15 only, Related Parties. The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the respective parties hereto.

Section 7.14 Changes in Company Group Equity Securities. If, and as often as, there are any changes in the Company Group Equity Securities by way of a dividend, distribution, stock split or combination, reclassification, recapitalization, exchange or readjustment, whether in a merger, consolidation, conversion or similar transaction, or by any other means, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder shall continue with respect to Company Group Equity Securities as so changed.

Section 7.15 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or otherwise, and notwithstanding the fact that certain Holders may be partnerships, limited liability companies, corporations or other entities, each party hereto covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered by any Person pursuant hereto or otherwise shall be had against any of the Sponsor Fund’s, any Co-Invest HoldCo’s, Apollo Group’s (disregarding the Affiliate Exclusion), the SCP Investor’s or any of the foregoing’s respective Affiliates’ (disregarding the Affiliate Exclusion) former, current or future direct or indirect equity holders, controlling Persons, stockholders, directors, officers, employees, agents, Affiliates (disregarding the Affiliate Exclusion), members, financing sources, managers, general or limited partners or assignees (each, a “Related Party” and, collectively, the “Related Parties”) (it being agreed that the Affiliate Exclusion shall be disregarded for purposes of all uses of the terms “Related Party” and “Related Parties” in this Agreement), in each case other than (subject, for the avoidance of doubt, to the provisions of this Agreement) each party hereto or any of its respective assignees under this Agreement, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any of the Related Parties, as such, for any obligation or liability of any party hereto or any of its respective assignees under this Agreement or any documents or instruments delivered by any Person pursuant hereto for any claim based on, in respect of or by reason of such obligations or liabilities or their creation; provided, however, that nothing in this Section 7.15 shall relieve or otherwise limit the liability of any party hereto or any of its respective assignees for any breach or violation of its obligations under such agreements, documents or instruments.

Section 7.16 Issuance of Additional Units to the SCP Investor. If additional Company Group Equity Securities are issued to the SCP Investor or the Sponsor Fund at any time during the term of this Agreement, either directly or upon the exercise or exchange of securities or loans of the Company (or its Subsidiary, as applicable) exercisable for or exchangeable into Company Group Equity Securities, such additional Company Group Equity Securities, as a condition to their issuance, shall become subject to the terms and provisions of this Agreement.

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Section 7.17 Aggregation of Units. All Company Group Equity Securities beneficially owned by (a) the SCP Investor and its Permitted Transferees shall be aggregated together and (b) the Sponsor Fund, any Co-Invest HoldCo and their Affiliates shall be aggregated together, in each case for purposes of determining the rights or obligations of the SCP Investor or the Sponsor Fund, respectively, or the application of any restrictions to the SCP Investor or the Sponsor Fund, respectively, under this Agreement in each instance in which such right, obligation or restriction is determined in respect of or with reference to any Percentage Interest or ownership of Company Group Equity Securities, including in connection with any right pursuant to Article IV. All rights held by the SCP Investor, its Affiliates or their respective Permitted Transferees under this Agreement shall be exercised solely by the SCP Investor.

Section 7.18 Assignment.

(a) Notwithstanding anything to the contrary contained herein, the Sponsor Fund may assign its rights or obligations, in whole or in part, under this Agreement to any member of the Apollo Group (disregarding the Affiliate Exclusion). In the event that any additional member of the Apollo Group (disregarding the Affiliate Exclusion) (other than any Co-Invest HoldCo) becomes an owner of Company Group Equity Securities, such Person shall, as a condition to acquiring such Company Group Equity Securities, become party to this Agreement and this Agreement shall be amended and restated to provide that such Person or a designee of such Person shall have the same rights and obligations of the Sponsor Fund hereunder to the extent of such Person’s ownership of Company Group Equity Securities.

(b) Notwithstanding anything to the contrary contained herein, the SCP Investor may assign, in connection with a Disposition otherwise permitted hereby, (x) any of its rights or obligations to any Permitted Transferee or (y) any of its rights (other than the rights set forth in Article IV) to any transferee of Company Group Equity Securities to whom the SCP Investor Disposes of at least fifty percent (50%) of Company Group Equity Securities that it holds as of the date of this Agreement (subject to Section 7.14). For the avoidance of doubt, except as set forth in the immediately preceding sentence, the SCP Investor shall be prohibited from assigning to any Person any right contained in this Agreement.

[Signature pages follow.]

-19-

This Agreement is executed by the Company and by the other parties hereto to be effective as of the date first above written.

Signature Page to Rackspace Technology, Inc. Investor Rights Agreement

Signature Page to Rackspace Technology, Inc. Investor Rights Agreement

ANNEX I

ADDRESSES FOR NOTICE

RACKSPACE TECHNOLOGY, INC.

1 Fanatical Place

City of Windcrest

San Antonio, Texas 78218

Attention: Stefanie Box, Assistant Secretary & Deputy General Counsel

AP VIII INCEPTION HOLDINGS, L.P.

c/o Apollo Management, L.P.

One Manhattanville Road, Suite 201

Purchase, New York 10577

Attention: Laurie D. Medley, Vice President

With respect to each of Rackspace Technology, Inc. and AP VIII Inception Holdings, L.P., with

a copy to (which copy shall not constitute notice):

PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

1285 Avenue of the Americas New York,

New York 10019-6064

Attention: Taurie M. Zeitzer and Brian Scrivani

Email: tzeitzer@paulweiss.com and bscrivani@paulweiss.com

With a copy to (which copy shall not constitute notice):

Annex I

Exhibit 10.3

EXECUTION VERSION

AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT

by and among

RACKSPACE TECHNOLOGY, INC.,

DPH 123, LLC,

ACE INVESTMENT HOLDINGS, LLC,

AP VIII INCEPTION HOLDINGS, L.P.

and,

solely for purposes of Section 4.1,

ABRY PARTNERS VIII, L.P.

Dated as of August 4, 2020

TABLE OF CONTENTS

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT dated as of August 4, 2020 (this “Agreement”), by and among (i) RACKSPACE TECHNOLOGY, INC., a Delaware corporation (the “Company”), (ii) DPH 123, LLC, a Delaware limited liability company (“Datapipe”), (iii) ACE INVESTMENT HOLDINGS, LLC, a Delaware limited liability company (“ACE”), (iv) AP VIII INCEPTION HOLDINGS, L.P., a Delaware limited partnership (“AP VIII Holdings,” and together with any other member of the Apollo Group to whom Company Group Equity Securities are Disposed or that otherwise owns or acquires record or beneficial ownership of Company Group Equity Securities (other than any Co-Invest HoldCo, except to the extent provided in Section 7.17), the “Sponsor Fund”), and (v), solely for purposes of Section 4.1, ABRY Partners VIII, L.P., a Delaware limited partnership.

WHEREAS, the Company, ACE and the Sponsor Fund have entered into the Investor Rights Agreement, dated as of November 3, 2016 (the “Original ACE Agreement”);

WHEREAS, the Company, Datapipe and the Sponsor Fund have entered into that certain Investor Rights Agreement, dated as of November 15, 2017 (the “Original Datapipe Agreement”); and

WHEREAS, in connection with, and effective upon, the date of completion of the initial public offering of the Company, (i) the Company, ACE and the Sponsor Fund wish to enter into the this Agreement, which shall replace and supersede the Original ACE Agreement in its entirety, and (ii) the Company, Datapipe and the Sponsor Fund wish to enter into this Agreement, which shall replace and supersede the Original Datapipe Agreement in each case in its entirety, in each case to set forth their agreements with respect to certain matters concerning the Company.

NOW, THEREFORE, in consideration of the promises and of the mutual consents and obligations hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions.

(a) As used in this Agreement:

“ABRY Investors” means, collectively, ACE and Datapipe and any Permitted Transferee of any ABRY Investor.

“Affiliate” means, with respect to any Person, (a) any Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, or (b) any Person who is a general partner, member, partner, managing director, manager, officer, director, stockholder or principal of such Person. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common

control with,” means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person. Notwithstanding the foregoing, (1) except as otherwise specified herein, none of the Apollo Group, the Sponsor Fund or the other Holders shall be considered an Affiliate of (i) any portfolio company in which the Apollo Group, the Sponsor Fund or such other Holders or any of their respective investment fund affiliates have made a debt or equity investment (and vice versa), (ii) any limited partner of, non-managing member of, or other similar direct or indirect investor in, the Apollo Funds or (iii) any portfolio company in which any limited partner of, non-managing member of, or other similar direct or indirect investor in the Apollo Group, the Sponsor Fund, other Holders or any of their respective affiliates have made a debt or equity investment (and vice versa), and none of the Persons described in clauses (i) through (iii) of this definition shall be considered an Affiliate of each other (the exclusion in this clause (1), the “Affiliate Exclusion”), and (2) each of the Holders (other than the Sponsor Fund and any Co-Invest HoldCo) shall not be considered an Affiliate of the Company, the Sponsor Fund or the Apollo Group. Notwithstanding anything to the contrary herein, to the extent that AGS would be considered an “Affiliate” of the Sponsor Fund or any of its Affiliates, AGS shall not be considered such an “Affiliate” of the Sponsor Fund or any of its Affiliates when AGS acts as a broker-dealer, underwriter, placement agent, initial purchaser, arranger or lender or in any similar role in the ordinary course of its business. For the avoidance of doubt, any Person that is, directly or indirectly, controlled by ABRY Partners II, LLC shall be an Affiliate of the ABRY Investors.

“AGS” means Apollo Global Securities, LLC, a Delaware limited liability company.

“Antitrust Laws” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the Sherman Antitrust Act of 1890, the Clayton Antitrust Act of 1914, the Federal Trade Commission Act of 1914 and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or the creation or strengthening of a dominant position through merger or acquisition, in each case as amended from time to time or any successor thereto.

“Apollo Funds” means Apollo Investment Fund VIII, L.P., Apollo Overseas Partners (Delaware 892) VIII, L.P., Apollo Overseas Partners (Delaware) VIII, L.P. and Apollo Overseas Partners VIII, L.P and their respective alternative investment vehicles.

“Apollo Group” means Apollo Management VIII, L.P. and AP VIII Holdings, collectively with each of their respective Affiliates (it being agreed that the Affiliate Exclusion shall apply to all uses of the term “Apollo Group” in this Agreement unless otherwise specified). Notwithstanding anything to the contrary herein, to the extent that AGS would be considered a member of the “Apollo Group”, AGS shall not be considered such a member of the “Apollo Group” when AGS acts as a broker-dealer, underwriter, placement agent, initial purchaser, arranger or lender or in any similar role in the ordinary course of its business.

“Apollo Group Related Person” means (x) any member of the Apollo Group (disregarding the Affiliate Exclusion) or (y) any Person who is a general partner, partner, managing director, manager, officer, director, employee or principal of any member of the Apollo Group (disregarding the Affiliate Exclusion) (including any Apollo Board Nominee) or any Affiliate (disregarding the

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Affiliate Exclusion) of any of the foregoing (it being agreed that the Affiliate Exclusion shall be disregarded for purposes of all uses of the term “Apollo Group Related Person” in this Agreement). Notwithstanding anything to the contrary herein, to the extent that AGS would be considered an “Apollo Group Related Person”, AGS shall not be considered such an “Apollo Group Related Person” when AGS acts as a broker-dealer, underwriter, placement agent, initial purchaser, arranger or lender or in any similar role in the ordinary course of its business.

“Board” means the Board of Directors of the Company.

“Business Day” means any day that is not a Saturday, Sunday or other day on which banks are required or authorized by Law to be closed in the City of New York.

“Bylaws” means the second amended and restated bylaws of the Company, the same as may be amended or restated from time to time.

“Charter” means the second amended and restated certificate of incorporation of the Company, the same as may be amended or restated from time to time.

“Co-Invest HoldCo” means AP Inception Co-Invest, L.P., a Delaware limited partnership and any other investment fund or account managed or advised by an Affiliate of the Sponsor Fund that is organized for the purpose of co-investing in Company Group Equity Securities alongside AP Inception Co-Invest, L.P. and AP VIII Holdings in the Company.

“Common Stock” means the common stock of the Company, par value $0.01 per share.

“Company Confidential Information” means any confidential and proprietary information, documents and materials of the Company and its Subsidiaries and all of the foregoing’s respective investors, financing sources, partners, employees, officers, directors, managers, consultants, representatives, analyses, models, securities positions, purchases, sales, investments, activities, business, affairs or other transactions or matter, in each case that are provided by or on behalf of the Company.

“Company Group Equity Securities” means any Equity Securities issued by the Company or any of its Subsidiaries.

“Disposition” means any direct or indirect transfer, assignment, exchange, gift, pledge, encumbrance, hypothecation or sale or any other disposition, of Company Group Equity Securities, or any legal, economic or beneficial interest in any Company Group Equity Securities (in each case, whether by merger, consolidation or otherwise, whether held in its own right or by its representative and whether voluntary or involuntary or by operation of law). “Dispose” and “Disposed” have correlative meanings.

“Equity Securities” has the meaning ascribed to such term in Rule 405 promulgated under the Securities Act as in effect on the date hereof.

“Governmental Authority” means any international, national, federal, state, provincial or local governmental, regulatory or administrative authority, agency, commission, court, tribunal, arbitral body or self-regulated entity (including any stock exchange), whether domestic or foreign.

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“Holder” means any Person holding shares of Common Stock of the Company.

“Law” means any federal, state, local, municipal, foreign or other law, statute, legislation, constitution, principle of common law, ordinance, code, decree, order, judgment, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority and any order or decision of an applicable arbitrator or arbitration panel.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of September 6, 2017, by and among the Company, Rackspace Technology Global, Inc. (f.k.a Rackspace Hosting, Inc.), Datapipe, Drake Merger Sub I, Inc., Drake Merger Sub II, LLC, Inception Intermediate, Inc., Inception Parent, Inc., Datapipe Parent, Inc., and, solely with respect to Section 7.13 and Section 11.18 thereof, the Key Stockholders (as defined therein), as the same may be amended, supplemented or otherwise modified from time to time.

“Percentage Interest” means, with respect to any Holder at any time, the percentage reflecting the share of such Holder’s economic interest in the aggregate issued and outstanding Company Group Equity Securities.

“Permitted Transferee” means, with respect to the ABRY Investors, any Affiliate of the ABRY Investors that is not a competitor of the Company or any of its Subsidiaries; provided, that in no event shall (x) a portfolio company in which the ABRY Investors or any of their respective Affiliates has made direct or indirect debt or equity investment (and vice versa), (y) any Holder (other than the Sponsor Fund) or (z) any investment fund or vehicle or account managed or advised by an Affiliate of the ABRY Investors (or any successor thereto) that is organized for the purpose of co-investing or syndicating the ABRY Investors’ direct or indirect interest in Company Group Equity Securities to third parties alongside the ABRY Investors be deemed a Permitted Transferee. With respect to any other Holder, “Permitted Transferee” means any Affiliate that is not a competitor of the Company or any of its Subsidiaries.

“Person” means any individual, corporation (including any non-profit corporation), limited liability company, joint stock company, general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, firm, Governmental Authority or other enterprise, association, organization or entity of any kind, whether domestic or foreign.

“Representative” means, with respect to any Person, the investors, financing sources, partners, employees, officers, directors, managers, consultants and representatives of such Person.

“Rollover Agreement” means the Rollover Agreement, dated as of November 3, 2016, by and among Inception TopCo, Inc. and ACE.

“SEC” means the U.S. Securities and Exchange Commission or any successor agency.

“Securities Act” means the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder.

“Sponsor Fund Confidential Information” means any confidential and proprietary information, documents and materials of the Sponsor Fund and its Subsidiaries and all of the foregoing’s respective investors, financing sources, partners, employees, officers, directors, managers, consultants, representatives, analyses, models, securities positions, purchases, sales, investments, activities, business, affairs or other transactions or matters, in each case that are provided by or on behalf of the Sponsor Fund.

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“Subsidiary” means each Person in which another Person owns or controls, directly or indirectly, capital stock or other Equity Securities representing more than 50% of the outstanding voting stock or other Equity Securities.

(b) The following additional terms shall have the meanings specified in the indicated Section of this Agreement:

Section 1.2 Interpretation. Interpretation of this Agreement shall be governed by the following rules of construction: (a) references to the terms Article, Section, paragraph, Annex and Exhibit are references to the Articles, Sections, paragraphs, Annexes and Exhibits to this Agreement unless otherwise specified; (b) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including Exhibits hereto; (c) references to “$” or “Dollars” shall mean United States dollars; (d) the words “include,” “includes,” “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (e) the word “or” shall not be exclusive; (f) references to “written” or “in writing” include in electronic form; (g) provisions shall apply, when appropriate, to successive events and transactions; (h) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (i) each of the Company, AP VIII Holdings and the ABRY Investors has participated in the negotiation and drafting of this Agreement and if an ambiguity or

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question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or burdening either party by virtue of the authorship of any of the provisions in this Agreement; (j) a reference to any Person includes such Person’s permitted successors and assigns; (k) references to “days” mean calendar days unless Business Days are expressly specified; (l) the word “will” shall be construed to have the same meaning and effect as the word “shall”; (m) the terms “party”, “party hereto”, “parties” and “party hereto” shall mean a party to this Agreement and the parties to this Agreement, as applicable, unless otherwise specified; (n) with respect to the determination of any period of time, “from” means “from and including”; (o) any deadline or time period set forth in this Agreement that by its terms ends on a day that is not a Business Day shall be automatically extended to the next succeeding Business Day; and (p) the gender of all words used herein shall include the masculine, feminine and neuter, and the number of all words shall include the singular and plural. Any agreement, instrument or statute defined or referred to herein means such agreement, instrument or statute as from time to time may be amended, supplemented, restated or modified, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes.

ARTICLE II

DISPOSITIONS

Section 2.1 Disposition and Joinders. When any shares of Common Stock or other Company Group Equity Securities are Disposed of to a Permitted Transferee:

(a) any Disposition or attempted or purported Disposition by the ABRY Investors in violation of this Agreement shall be null and void ab initio, and the Company shall not be required to give effect to such attempted or purported Disposition on the books and records of the Company;

(b) it shall be a condition of any Disposition by the ABRY Investors (A) if the transferee is not a party to this Agreement that such Disposition not be effected unless and until such transferee has entered into a customary joinder agreement to this Agreement and such further documents, in the reasonable judgment of the Company, as may be necessary to make such Person a party hereto and bound by the obligations, and in accordance with Section 7.18(b) entitled to the rights, of the ABRY Investors set forth herein (in each case, in a form satisfactory to the Sponsor Fund in its reasonable discretion), (B) that the ABRY Investors shall have complied with their obligations set forth in this Agreement with respect to such Disposition and (C) such Disposition complies with all requirements of applicable Law; and

(c) it shall be a condition of any Disposition by the ABRY Investors that the Disposition shall not impose material liability or material reporting obligations on the Company or any Holder in any jurisdiction, whether domestic or foreign, or result in the Company or any Holder becoming subject to the jurisdiction of any court or governmental entity anywhere (other than for matters in connection with such Disposition), other than the jurisdictions, courts and governmental entities in which the Company or such Holder, as applicable, is then subject to such liability, reporting obligation or jurisdiction.

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ARTICLE III

[RESERVED]

ARTICLE IV

GOVERNANCE AND ADDITIONAL AGREEMENTS

Section 4.1 Board Composition.

(a) General. Each member of the Board (each, a “Director”) of the Company shall serve for the time periods set forth in the Charter or Bylaws. Subject to Section 4.2, without limiting the Sponsor Fund’s or the ABRY Investors’ rights pursuant to this Section 4.1, the Board may increase or decrease its size in accordance with the provisions of the Charter and Bylaws. The Charter and Bylaws and the organizational documents of the Company’s Subsidiaries, as they may be amended from time to time subject to the terms and conditions of this Agreement, shall not at any time be inconsistent with the terms of this Agreement.

(b) Nomination by the Sponsor Fund. For so long as the Percentage Interest of the Sponsor Fund (for the avoidance of doubt, together with any Co-Invest HoldCo) (the “Sponsor Percentage Interest”) is at least 5%, the Sponsor Fund shall have the right, but not the obligation, to nominate for election to the Board by the Company’s stockholders a number of Directors (any such nominee, an “Apollo Board Nominee”) that equals the Sponsor Percentage Interest multiplied by the total number of Directors comprising the Board (for the avoidance of doubt, including any vacancies and newly created directorships), and rounded up to the nearest whole number. No delay by the Sponsor Fund in nominating its Apollo Board Nominees shall impair its right to subsequently nominate its Apollo Board Nominees. In the event that the Sponsor Fund has nominated less than the total number of nominees the Sponsor Fund shall be entitled to nominate pursuant to this Section 4.1(b), the Sponsor Fund shall have the right, at any time, to nominate such additional nominees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporate actions, to the fullest extent permitted by applicable law, to (x) enable the Sponsor Fund to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise, and (y) effect the election or appointment of such additional individuals nominated by the Sponsor Fund to fill such newly-created directorships or to fill any other existing vacancies.

(c) Nomination by the ABRY Investors. ABRY Partners VIII, L.P. shall have the right, but not the obligation, to nominate for election to the Board by the Company’s stockholders one (1) Director (the “ABRY Board Nominee”) for so long as the ABRY Investors continue to own at least fifty percent (50%) of Company Group Equity Securities purchased and held by the ABRY Investors as of the Closing (as defined in the Merger Agreement) (the “ABRY Nomination Condition”), subject to applicable SEC and stock exchange rules and standards. No delay by ABRY Partners VIII, L.P. in nominating an ABRY Board Nominee shall impair its right to subsequently nominate such ABRY Board Nominee. In the event that ABRY Partners VIII, L.P. has not nominated the nominee ABRY Partners VIII, L.P. shall be entitled to nominate pursuant to this Section 4.1(c), ABRY Partners VIII, L.P. shall have the right, at any time, to nominate the nominee to which they are entitled, in which case, the Company and the Directors

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shall take all necessary corporate actions, to the fullest extent permitted by applicable law, to (x) enable ABRY Partners VIII, L.P. to nominate and effect the election or appointment of such individual, whether by increasing the size of the Board, or otherwise, and (y) effect the election or appointment of such additional individual nominated by ABRY Partners VIII, L.P. to fill such newly-created directorship or to fill any other existing vacancy. In the event that the ABRY Nomination Condition is no longer satisfied, ABRY Partners VIII, L.P. shall have no right to nominate the ABRY Board Nominee and ABRY Partners VIII, L.P. shall take all actions necessary, appropriate or otherwise requested by the Company or the Sponsor Fund to cause the ABRY Board Nominee to resign or be removed from the Board. The ABRY Board Nominee shall be entitled to the same notice and information rights as all other members of the board of directors (or other similar body) of the Company or its applicable Subsidiary or any member of the applicable committee thereof. The ABRY Investors and the ABRY Board Nominee will be entitled to customary expense reimbursement (including in respect of director expenses) on the same terms as Apollo Group Related Persons (including Apollo Board Nominees) and reasonable expenses of counsel in the event of any action for which legal advice is appropriate, and the ABRY Board Nominee shall be entitled to indemnification, exculpation and advancement on the same terms as the Apollo Board Nominees, as applicable.

(d) Vacancies. In the event that a vacancy is created at any time by the death, resignation, removal, disqualification or other cause of any Apollo Board Nominee or ABRY Board Nominee, including the failure of any Apollo Board Nominee or ABRY Board Nominee to be elected, the Sponsor Fund or ABRY Partners VIII, L.P., as applicable, shall have the right to designate a replacement to fill such vacancy (but only if the Sponsor Fund or ABRY Partners VIII, L.P., as applicable, would be then entitled to nominate such designee pursuant to Section 4.1(b) or Section 4.1(c), as applicable). The remaining Directors and the Company shall, to the fullest extent permitted by applicable law, take all actions necessary at any time and from time to time to cause the vacancy created thereby to be filled by the individual so designated and to cause the Board to elect such designee to the Board as soon as possible.

(e) Assurances. The Company agrees, to the fullest extent permitted by applicable law, to include in the slate of nominees recommended by the Board for election at any meeting of stockholders (and in any election by written consent) called for the purpose of electing directors the persons nominated pursuant to this Section 4.1 and to nominate and recommend each such individual to be elected as a Director as provided herein, and to use the same efforts to cause the election of such nominees as it uses to cause other nominees recommended by the Board to be elected, including soliciting proxies or consents in favor thereof. The Company is entitled, solely for the purposes set forth in this Section 4.1(e), to identify such individual as an Apollo Board Nominee or an ABRY Board Nominee pursuant to this Agreement. The Company and the Directors shall, to the fullest extent permitted by applicable law, take all actions necessary at any time and from time to time so that (i) an Apollo Board Nominee will not be removed from the Board without the approval of the Sponsor Fund, so long as the Sponsor Percentage Interest is at least 5% and (ii) an ABRY Board Nominee will not be removed from the Board without the approval of ABRY Partners VIII, L.P. (provided, that the ABRY Nomination Condition is satisfied).

(f) Corporate Opportunities. The Charter (and equivalent organizational documents of each Subsidiary of the Company) shall at all times include a waiver

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of any interest or expectancy of the Company or any such Subsidiary in, or in being offered an opportunity to participate in, any business opportunity, and of any other “corporate opportunity” or similar restriction, in favor of the ABRY Investors, the Sponsor Fund, and their respective Affiliates (disregarding the Affiliate Exclusion) and the respective Representatives of the foregoing to the fullest extent permitted by law, including pursuant to Section 122(17) of the Delaware General Corporation Law.

Section 4.2 Matters Requiring Approval of the Sponsor Fund(a) . For so long as the Sponsor Percentage Interest is at least 33%, without the prior written approval of the Sponsor Fund, the Company shall not, and shall (to the extent applicable) cause each of its Subsidiaries not to:

(a) increase or decrease the size of the Board;

(b) incur indebtedness for borrowed money, in a single transaction or a series of related transactions, aggregating to more than $100 million, except for (i) borrowings under a revolving credit facility that has previously been approved or is in existence (with no increase in maximum availability) on the date of closing of the Company’s initial public offering or (ii) intercompany indebtedness;

(c) issue additional Common Stock or Company Group Equity Securities of the Company or any of its Subsidiaries where the value of any such issuance exceeds $50 million in any single issuance, or an aggregate amount of $100 million during a calendar year, other than (A) any award under any stockholder-approved equity compensation plan or (B) any intra-company issuance among the Company and its wholly-owned Subsidiaries;

(d) other than in the ordinary course of business with vendors, customers and suppliers, enter into or effect any (A) acquisition by the Company or any Subsidiary of the equity interests or assets of any Person, or the acquisition by the Company or any Subsidiary of any business, properties, assets, or Persons, in one transaction or a series of related transactions or (B) disposition of assets of the Company or any Subsidiary or the shares or other equity interests of any Subsidiary, in each case where the amount of consideration for any such acquisition or disposition exceeds $50 million in any single transaction, or an aggregate amount of $100 million in any series of transactions during a calendar year;

(e) hire or terminate the Chief Executive Officer or the Chief Financial Officer of the Company or designate any Chief Executive Officer or Chief Financial Officer of the Company;

(f) merge or consolidate with or into any other entity, or transfer (by lease, assignment, sale or otherwise) all or substantially all of the Company’s and its Subsidiaries’ assets, taken as a whole, to another entity, or enter into or agree to undertake any transaction that would constitute a “Change of Control” (or similar term) as defined in the Company’s or its Subsidiaries’ principal credit facilities or note indentures (other than, in each case, transactions among the Company and its wholly-owned Subsidiaries);

(g) undertake any liquidation, dissolution or winding up of the Company;

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(h) effect any material change in the nature of the business of the Company and its Subsidiaries, taken as a whole; or

(i) amend, modify or repeal (whether by merger, consolidation or otherwise) any provision of the Charter, the Bylaws or equivalent organizational documents of its Subsidiaries in a manner that adversely affects any affiliates of the Sponsor Fund.

Section 4.3 Assurances. The Company and the Directors shall, to the fullest extent permitted by applicable law, take all actions necessary at any time and from time to time ensure that the Charter and Bylaws and the organizational documents of the Company’s Subsidiaries facilitate and implement the terms and conditions of, and do not at any time conflict with any provision of, this Agreement.

ARTICLE V

NOTICES

Section 5.1 Notices. In the event a notice or other document is required to be sent hereunder to the Company, to the Sponsor Fund or to the ABRY Investors, as applicable, such notice or other document shall be given in writing, shall be either personally delivered to the Company, to the Sponsor Fund or to the ABRY Investors, as applicable, or delivered by an established delivery service by which receipts are given or mailed by first-class mail, postage prepaid, or sent by electronic mail, addressed to the party entitled to receive such notice or other document pursuant to the contact information for each party set forth on Annex I hereto. All notices, other communications or documents shall be deemed to have been duly given: (i) at the time delivered by hand, if personally delivered; (ii) when sent, if by electronic mail (except if any error or “bounce back” electronic mail message is received by the sender and, in such case, upon actual receipt by the party to whom such notice or document is being sent); (iii) five (5) Business Days after having been deposited in the mail, postage prepaid, if mailed by first class mail; and (iv) on the first Business Day with respect to which a reputable air courier guarantees delivery; provided, however, that notices of a change of address shall be effective only upon receipt. Without limiting the foregoing, each of the Company, the Sponsor Fund and the ABRY Investors agrees to receive notice under the Charter and Bylaws or under the Delaware General Corporation Law, or under the organizational documents and applicable entity law of any Subsidiary of the Company, by electronic transmission at the e-mail address on file with the Company, and the ABRY Investors covenant and agree to keep a current e-mail address on file with the Company for such purpose.

ARTICLE VI

CERTAIN OTHER AGREEMENTS

Section 6.1 Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its

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Subsidiaries in accordance with generally accepted accounting principles, subject to Section 6.3 hereof. For each of the Sponsor Fund and the ABRY Investors, for so long as they beneficially owns 3% or more of the outstanding shares of Common Stock, the Company shall, and shall cause its Subsidiaries to, permit the Sponsor Fund or the ABRY Investors, as applicable, and, in each case, its respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to inspect, review and/or make copies and extracts from the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For each of the Sponsor Fund and the ABRY Investors, for so long as it beneficially owns 3% or more of the outstanding shares of Common Stock, the Company, upon the written request of the Sponsor Fund or the ABRY Investors, shall, and shall cause its Subsidiaries to, provide the Sponsor Fund or the ABRY Investors, as applicable, in addition to other information that might be reasonably requested by the Sponsor Fund or the ABRY Investors, as applicable, from time to time, (i) direct access to the Company’s auditors and officers, (ii) quarter-end reports to be provided within 45 days after the end of each quarter, (iii) copies of all materials provided to the Board (or committee of the Board) at the same time as provided to the Directors (or members of a committee of the Board), (iv) access to appropriate officers and directors of the Company and its Subsidiaries at such times as may be requested by the Sponsor Fund or the ABRY Investors, as applicable, as the case may be, for consultation with the Sponsor Fund or the ABRY Investors, as applicable, with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (v) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the Charter or Bylaws or the organizational documents of any of its Subsidiaries, and to provide the Sponsor Fund or the ABRY Investors, as applicable, with the right to consult with the Company and its Subsidiaries with respect to such actions, (vi) flash data to be provided within ten days after the end of each quarter and (vii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 6.1, the “Information”); provided, that each of the Sponsor Fund and the ABRY Investors may waive, in their sole discretion, in whole or in part, any right to receive all or any portion of the Information contemplated by this Section 6.1 at any time. The Company agrees to consider, in good faith, the recommendations of the Sponsor Fund or the ABRY Investors in connection with the matters on which the Company is consulted as described above. Subject to Section 6.2, any Affiliate of the Sponsor Fund or the ABRY Investors (and any party receiving Information from the Sponsor Fund or the ABRY Investor) who shall receive Information shall maintain the confidentiality of such Information in accordance with Section 6.3, and the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sponsor Fund and the ABRY Investors without the loss of any such privilege.

Section 6.2 Sharing of Information. Individuals associated with each of the Sponsor Fund and the ABRY Investors may from time to time serve on the Board or the equivalent governing body of the Company’s Subsidiaries. The Company, on its behalf and on behalf of its Subsidiaries, recognizes that such individuals (a) will from time to time receive non-public information concerning the Company and its Subsidiaries and (b) may (subject to the obligation

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to maintain the confidentiality of such information in accordance with Section 6.3) share such information with other individuals associated with the Sponsor Fund and the ABRY Investors, as applicable. Such sharing will be for the dual purpose of facilitating support to such individuals in their capacity as Directors (or members of the governing body of any Subsidiary) and enabling the Sponsor Fund and the ABRY Investors, as applicable, as equityholders, to better evaluate the Company’s performance and prospects. The Company, on behalf of itself and its Subsidiaries, hereby irrevocably consents to such sharing.

Section 6.3 Confidential Information.

(a) Confidentiality Obligations. Each of the ABRY Investors and the Sponsor Fund agrees that all Company Confidential Information is proprietary and confidential to the Company, the ABRY Investors agree that all Sponsor Fund Confidential Information is proprietary and confidential to the Sponsor Fund. The (x) ABRY Investors (on behalf of themselves, their Affiliates and their Representatives) agree that they will not, during or after the term of this Agreement, whether through an Affiliate, Representative or otherwise, use Sponsor Fund Confidential Information or Company Confidential Information or disclose Sponsor Fund Confidential Information or Company Confidential Information to any Person for any reason or purpose whatsoever, and (y) the Sponsor Fund (on behalf of itself, its Affiliates and its Representatives) agrees that it will not, during or after the term of this Agreement, whether through an Affiliate, Representative or otherwise, use Company Confidential Information or disclose Company Confidential Information to any Person for any reason or purpose whatsoever (the ABRY Investors in clause (x) and the Sponsor Fund in clause (y), the “Receiving Party”) except:

(i) to authorized representatives and employees of the Company or its Subsidiaries and as otherwise is proper in the course of performing the Receiving Party’s obligations hereunder or under any other agreement between such Receiving Party and the Company or its Subsidiaries, or as a member of the board of directors of any of the foregoing for the purpose of discharging such member’s fiduciary or other duties to the Company or its Subsidiaries, provided such member acts in good faith and in a manner such member reasonably believes to be in the best interests of the Company or its Subsidiaries;

(ii) as part of such Receiving Party’s bona fide reporting or review procedures, or in connection with such Receiving Party’s or its Affiliates’ bona fide fund raising or marketing (subject to the recipients thereof being bound by substantially similar confidentiality obligations and use restrictions as set forth herein);

(iii) in accordance with Section 6.2;

(iv) to such Receiving Party’s (or any of its Affiliates’ (other than, with respect to the ABRY Investors, their portfolio companies)) Affiliates (other than, with respect to the ABRY Investors, their portfolio companies), Representatives, agents, auditors, attorneys or other advisors on a “need to know” basis; provided, that the Receiving Party shall notify such Persons of the confidential nature of such Company Confidential Information or Sponsor Fund Confidential Information, as applicable, and its obligations hereunder and instruct such Persons to abide by the confidentiality and use restrictions set forth herein applicable to such Persons (unless such advisors are otherwise already bound by a duty of confidentiality to such Receiving Party);

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(v) in the case of Company Confidential Information or Sponsor Fund Confidential Information, to any bona fide prospective purchaser of the Receiving Party or assets of the Receiving Party or its Affiliates or the Company Group Equity Securities held by such Holder, or bona fide prospective merger partner of such Receiving Party or its Affiliates; provided, that such bona fide prospective purchaser or bona fide prospective merger partner agrees to be bound by the provisions of this Section 6.3 in a manner reasonably acceptable to the Company and the Sponsor Fund;

(vi) in connection with the performance of any party’s obligations under this Agreement;

(vii) in the case of the Sponsor Fund, to the limited partners of the Co-Invest Holdco; or

(viii) as is required to be disclosed by order of a court of competent jurisdiction, administrative body or governmental body, or by subpoena, summons or legal process, or by law, rule or regulation (including as part of any governmental or regulatory investigation or review, or to comply with SEC rules or regulations); provided, that the Receiving Party required to make such disclosure shall, to the extent legally permissible, provide to the Company and the Sponsor Fund prompt written notice of any such requirement and shall cooperate with the Company and the Sponsor Fund in seeking a protective order or other appropriate remedy, to the extent applicable.

(b) Compliance of and Liability for Affiliates and Representatives. Each of the Sponsor Fund, the Company, Co-Invest HoldCo and the ABRY Investors shall cause their respective Affiliates to abide by and comply with the provisions of this Section 6.3. The ABRY Investors shall (i) with respect to the Company Confidential Information, be liable to the Company for any and all breaches of the confidentiality and use restrictions set forth herein by the ABRY Investors, their Affiliates and their Representatives and (ii) with respect to the Sponsor Fund Confidential Information, be liable to the Sponsor Fund, in each case, for any and all breaches of the confidentiality and use restrictions set forth herein by the ABRY Investors, their Affiliates and their Representatives. Notwithstanding anything to the contrary herein or otherwise, any liability for breach of this Section 6.3 shall survive the termination of this Agreement and shall continue in effect forthwith. Notwithstanding the foregoing, no Person (including any investment fund managed by the Receiving Party or its Affiliates or any portfolio company of any such investment fund) shall be deemed to be a Representative of the Receiving Party for purposes of this Section 6.3 or have any obligation hereunder unless such Person actually receives Company Confidential Information or Sponsor Fund Confidential Information, as applicable, from, or on behalf of, the Receiving Party. Further, no Affiliate or portfolio company of the Receiving Party shall be deemed to be a Representative hereunder for purposes of this Section 6.3 solely due to the fact that one of the Receiving Party’s employees who has received or had access to Company Confidential Information or Sponsor Fund Confidential Information, as applicable, serves as an officer or member of the board of directors (or similar governing body) of such Affiliate or portfolio company; provided, that such employee does not provide Company Confidential Information or Sponsor Fund Confidential Information, as applicable, to the other directors, officers or employees of such Affiliate or portfolio company.

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(c) For purposes of this Section 6.3, “Company Confidential Information” and “Sponsor Fund Confidential Information” shall not include, with respect to any Person, information: (A) which such Person (or its Affiliates) can demonstrate was already in the possession of such Person (or its Affiliates) prior to its receipt from the Company or any Subsidiary thereof lawfully and from a source actually known by such Person not to be subject to any confidentiality obligation to such Person, the Company, Sponsor Fund, their respective Affiliates or the foregoing’s respective Representatives, (B) which such Person (or its Affiliates) can demonstrate was learned from sources other than the Company, the Sponsor Fund, their respective Affiliates or the foregoing’s respective Representatives and, that to the knowledge of such Person (or its Affiliates), is not bound by any duty of confidentiality to any Person in respect of such information, after such information was disclosed by the Company or its Subsidiaries, (C) which is or becomes generally available to the public or the participants in the industry in which the Company and its Subsidiaries participate, other than as a result of a disclosure by such Person, any of its Affiliates or any of its or its Affiliates’ respective Representatives in violation hereof or (D) which is independently developed by such Person or its Affiliates without use, reliance upon or reference to Company Confidential Information or Sponsor Fund Confidential Information, as applicable.

Section 6.4 Antitrust and Regulatory Matters. The ABRY Investors shall use reasonable efforts to provide the following support to the Company in connection with information requests relating to applicable Antitrust Laws:

(a) the ABRY Investors shall use reasonable efforts to timely provide information that is accurate in all material respects to any Governmental Authority in response to any request from any such Governmental Authority in connection with applicable Antitrust Laws;

(b) the ABRY Investors shall use reasonable efforts to file any notification filings, forms and submissions with any Governmental Authority pursuant to applicable Antitrust Laws; and

(c) the ABRY Investors shall use reasonable efforts to otherwise cooperate in connection with the parties’ compliance with applicable Antitrust Laws.

ARTICLE VII

MISCELLANEOUS

Section 7.1 GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF

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DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT EVEN IF, UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.

Section 7.2 Binding Effect. This Agreement shall be binding upon the Company, each of the parties hereto, and their respective permitted successors and assigns.

Section 7.3 Amendment. This Agreement may be amended, modified or supplemented, and any provision hereof may be waived, from time to time by an instrument in writing signed by the Company and the Sponsor Fund; provided, however, that any such amendment, modification, supplement or waiver shall require the consent of the ABRY Investors if such amendment, modification, supplement or waiver (a) would adversely affect the ABRY Investors in any respect or (b) would disproportionately benefit any other Holder or confer any benefit on any other Holder to which the ABRY Investors would not be entitled. Upon obtaining any such consent and without any further action or execution by the ABRY Investors, (x) any amendment, modification, supplement or waiver of this Agreement may be implemented and reflected in writing executed solely by the Company and the Sponsor Fund and (y) each other party to this Agreement shall be deemed a party to and bound by such amendment, modification, supplement or waiver. Notwithstanding anything to the contrary in this Agreement, any addition of a transferee of Company Group Equity Securities in accordance with Article II shall not constitute an amendment hereto and need be signed only by the Company and such transferee or recipient.

Section 7.4 Termination. Unless earlier terminated by the mutual agreement of all the parties hereto, this Agreement shall terminate with respect to each of the Sponsor Fund and the ABRY Investors, as applicable, upon such time as it ceases to own any Company Group Equity Securities. Except as otherwise provided herein, if the Sponsor Fund or the ABRY Investors Dispose of all of their Company Group Equity Securities, the Sponsor Fund and the ABRY Investors, as applicable, shall cease to be a party to this Agreement and shall have no further rights or obligations hereunder; provided, however, that the Company shall be entitled to enforce the obligations of the Sponsor Fund and the ABRY Investors, as applicable, pursuant hereto following the termination of this Agreement until the obligations of the Sponsor Fund and the ABRY Investors, as applicable, have been performed in full.

Section 7.5 Specific Performance. Each party to this Agreement acknowledges that a remedy at law for any breach or attempted breach of this Agreement will be inadequate, agrees that each other party to this Agreement shall be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach and further agrees to waive (to the extent legally permissible) any legal conditions required to be met for the obtaining of any such injunctive or other equitable relief (including posting any bond in order to obtain equitable relief). Each party to this Agreement further agrees not to raise as a defense or objection to the request or granting of such relief that any breach of this Agreement is or would be compensable by an award of money damages or that there is an adequate remedy at law.

Section 7.6 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party,

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but all such counterparts taken together will constitute one and the same agreement. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement may be executed by facsimile or.pdf signature which shall constitute an original for all purposes.

Section 7.7 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, and such invalid, illegal or otherwise unenforceable provisions shall be null and void as to such jurisdiction. It is the intent of the parties, however, that any invalid, illegal or otherwise unenforceable provisions be automatically replaced by other provisions which are as similar as possible in terms to such invalid, illegal or otherwise unenforceable provisions but are valid and enforceable to the fullest extent permitted by applicable Law.

Section 7.8 Further Assurances. Subject to the terms and conditions of this Agreement, each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and other documents as any other party hereto reasonably may request in order to carry out the provisions of this Agreement and the consummation of the transactions contemplated hereby.

Section 7.9 Submission to Jurisdiction. Each of the parties hereto irrevocably (i) consents to submit itself to the personal jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that the Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the District of Delaware or, in the event (but only in the event) that such United States District Court for the District of Delaware also does not have subject matter jurisdiction over such legal action or proceeding, any Delaware state court sitting in New Castle County, in connection with any matter based upon or arising out of this Agreement or the actions of the parties hereof, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement in any court other than the courts of the State of Delaware, as described above. Each of the parties hereto hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth in Annex I shall be effective service of process for any suit or proceeding in connection with this Agreement. Each party to this Agreement hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 7.9 that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the suit, action or proceeding in any such court is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by

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applicable Law, the benefit of any defense that would hinder, fetter or delay the levy, execution or collection of any amount to which a party hereto is entitled pursuant to the final judgment of any court having jurisdiction. Each party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Laws of the State of Delaware and of the United States of America; provided, that each such party’s consent to jurisdiction and service contained in this Section 7.9 is solely for the purpose referred to in this Section 7.9 and shall not be deemed to be a general submission to said courts or in the State of Delaware other than for such purpose.

Section 7.10 Waiver. No course of dealing between or among the Company or its Subsidiaries, the Sponsor Fund and the ABRY Investors (or any of them) or any delay in exercising any rights hereunder will operate as a waiver of any rights of any party to this Agreement. The failure of any party to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

Section 7.11 WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHT OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS ENTERED INTO IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN.

Section 7.12 Entire Agreement. Except as otherwise expressly provided, this Agreement and the Rollover Agreement set forth the entire agreement of the parties hereto as to the subject matter hereof and supersedes all previous and contemporaneous agreements among all or some of the parties hereto, whether written, oral or otherwise, as to such subject matter, including the Original ACE Agreement and the Original Datapipe Agreement. Unless otherwise provided herein, any consent required by any party hereto may be withheld by such party in its sole and absolute discretion.

Section 7.13 No Third Party Beneficiaries. Except as expressly provided in this Agreement, none of the provisions in this Agreement shall be for the benefit of or enforceable by any Person other than the parties to this Agreement, their respective heirs, executors, administrators, successors and assigns and, with respect to Section 7.15 only, Related Parties. The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the respective parties hereto.

Section 7.14 Changes in Company Group Equity Securities. If, and as often as, there are any changes in Company Group Equity Securities by way of a dividend, distribution, stock split or combination, reclassification, recapitalization, exchange or readjustment, whether in a merger, consolidation, conversion or similar transaction, or by any other means, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder shall continue with respect to Company Group Equity Securities as so changed.

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Section 7.15 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or otherwise, and notwithstanding the fact that certain Holders may be partnerships, limited liability companies, corporations or other entities, each party hereto covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered by any Person pursuant hereto or otherwise shall be had against any of the Sponsor Fund’s, any Co-Invest HoldCo’s, Apollo Group’s (disregarding the Affiliate Exclusion), the ABRY Investors’ or any of the foregoing’s respective Affiliates’ former, current or future direct or indirect equity holders, controlling Persons, stockholders, directors, officers, employees, agents, Affiliates, members, financing sources, managers, general or limited partners or assignees (each, a “Related Party,” and, collectively, the “Related Parties”) (it being agreed that the Affiliate Exclusion shall be disregarded for purposes of all uses of the terms “Related Party” and “Related Parties” in this Agreement), in each case other than (subject, for the avoidance of doubt, to the provisions of this Agreement) each party hereto or any of its respective assignees under this Agreement, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any of the Related Parties, as such, for any obligation or liability of any party hereto or any of its respective assignees under this Agreement or any documents or instruments delivered by any Person pursuant hereto for any claim based on, in respect of or by reason of such obligations or liabilities or their creation; provided, however, that nothing in this Section 7.15 shall relieve or otherwise limit the liability of any party hereto or any of its respective assignees for any breach or violation of its obligations under such agreements, documents or instruments.

Section 7.16 Issuance of Additional Units to the ABRY Investor. If additional Company Group Equity Securities are issued to the ABRY Investors or the Sponsor Fund at any time during the term of this Agreement, either directly or upon the exercise or exchange of securities or loans of the Company (or its Subsidiary, as applicable) exercisable for or exchangeable into Company Group Equity Securities, such additional Company Group Equity Securities, as a condition to their issuance, shall become subject to the terms and provisions of this Agreement.

Section 7.17 Aggregation of Units. All Company Group Equity Securities beneficially owned by (a) the ABRY Investors and their Permitted Transferees shall be aggregated together and (b) the Sponsor Fund, any Co-Invest HoldCo and their Affiliates shall be aggregated together, in each case, for purposes of determining the rights or obligations of the ABRY Investors or the Sponsor Fund, respectively, or the application of any restrictions to the ABRY Investors or the Sponsor Fund, respectively, under this Agreement in each instance in which such right, obligation or restriction is determined in respect of or with reference to any Percentage Interest or ownership of Company Group Equity Securities, including in connection with any rights pursuant to Article IV. All rights held by the ABRY Investors, their Affiliates or their Permitted Transferees under this Agreement shall be exercised solely by the ABRY Investors.

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Section 7.18 Assignment.

(a) Notwithstanding anything to the contrary contained herein, the Sponsor Fund may assign its rights or obligations, in whole or in part, under this Agreement to any member of the Apollo Group. In the event that any additional member of the Apollo Group (other than any Co-Invest HoldCo) becomes an owner of Company Group Equity Securities, such Person shall, as a condition to acquiring such Company Group Equity Securities, become party to this Agreement and this Agreement shall be amended and restated to provide that such Person or a designee of such Person shall have the same rights and obligations of the Sponsor Fund hereunder to the extent of such Person’s ownership of Company Group Equity Securities.

(b) Notwithstanding anything to the contrary contained herein, the ABRY Investors may assign, in connection with a Disposition otherwise permitted hereby, (x) any of its rights or obligations to any Permitted Transferee or (y) any of its rights (other than the rights set forth in Article IV) to any transferee of Company Group Equity Securities to whom the ABRY Investors Dispose of at least fifty percent (50%) of Company Group Equity Securities that it holds as of the date of this Agreement (subject to Section 7.14). For the avoidance of doubt, except as set forth in the immediately preceding sentence, the ABRY Investors shall be prohibited from assigning to any Person any right contained in this Agreement.

[Signature pages follow.]

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This Agreement is executed by the Company and by the other parties hereto to be effective as of the date first above written.

Signature Page to Rackspace Technology, Inc. Investor Rights Agreement

Signature Page to Rackspace Technology, Inc. Investor Rights Agreement

Signature Page to Rackspace Technology, Inc. Investor Rights Agreement

Signature Page to Rackspace Technology, Inc. Investor Rights Agreement

ANNEX I

ADDRESSES FOR NOTICE

RACKSPACE TECHNOLOGY, INC.

1 Fanatical Place

City of Windcrest

San Antonio, Texas 78218

Attention: Stefanie Box, Assistant Secretary & Deputy General Counsel

AP VIII INCEPTION HOLDINGS, L.P.

c/o Apollo Management, L.P.

One Manhattanville Road, Suite 201

Purchase, New York 10577

Attention: Laurie D. Medley, Vice President

With respect to each of Rackspace Technology, Inc. and AP VIII Inception Holdings, L.P., with a copy to (which copy shall not constitute notice):

PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

1285 Avenue of the Americas

New York, New York 10019-6064

Attention: Taurie M. Zeitzer and Brian Scrivani

Email: tzeitzer@paulweiss.com and bscrivani@paulweiss.com

Annex I-1

ACE INVESTMENT HOLDINGS, LLC

c/o ABRY Partners II, LLC

888 Boylston Street

Suite 1600

Boston, MA 02199

with a copy to (which shall not constitute notice):

KIRKLAND & ELLIS LLP

601 Lexington Avenue

New York, New York 10022

Annex I-2

DPH 123, LLC

c/o ABRY Partners II, LLC

888 Boylston Street

Suite 1600

Boston, MA 02199

with a copy to (which shall not constitute notice):

KIRKLAND & ELLIS LLP

601 Lexington Avenue

New York, New York 10022

Annex I-3

Exhibit 10.4

Execution Version

INCREMENTAL ASSUMPTION AGREEMENT NO. 4

Dated as of July 20, 2020

among

INCEPTION PARENT, INC.,

as Holdings,

RACKSPACE TECHNOLOGY GLOBAL, INC. (formerly known as Rackspace Hosting, Inc.),

as Borrower,

THE SUBSIDIARY LOAN PARTIES,

THE LENDERS PARTY HERETO

and

CITIBANK, N.A.,

as Administrative Agent,

CITIBANK, N.A.,

GOLDMAN SACHS BANK USA,

JPMORGAN CHASE BANK, N.A.,

RBC CAPITAL MARKETS¹,

BARCLAYS BANK PLC,

BANK OF MONTREAL,

CREDIT SUISSE LOAN FUNDING LLC,

DEUTSCHE BANK SECURITIES INC.,

and

HSBC SECURITIES (USA) INC.,

as Joint Lead Arrangers and Joint Bookrunners,

INCREMENTAL ASSUMPTION AGREEMENT NO. 4

This INCREMENTAL ASSUMPTION AGREEMENT NO. 4 (this “Agreement”), dated as of July 20, 2020, is made by and among Inception Parent, Inc., a Delaware corporation (“Holdings”), Rackspace Technology Global, Inc. (formerly known as 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.

PRELIMINARY STATEMENTS:

(1) Holdings, the Borrower, the lenders party thereto from time to time and the Administrative Agent are party to that certain First Lien Credit Agreement, dated as of November 3, 2016 (as modified by the Joinder Agreement dated as of November 3, 2016, as amended and restated on December 20, 2016 and June 21, 2017, as further amended on November 15, 2017 and as further amended, restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”).

(2) The Borrower has requested that the 2020 Incremental Revolving Facility Lenders (as defined below), refinance and replace, pursuant to Section 2.21(l) of the Existing Credit Agreement, all of the Revolving Facility Commitments outstanding immediately prior to the 2020 Effective Date (as defined below) with the 2020 Incremental Revolving Facility Commitments (as defined below), such Replacement Revolving Facility Commitments to be in an aggregate principal amount of $225,000,000.

(3) The Borrower has also requested that the 2020 Incremental Revolving Facility Lenders provide, pursuant to Section 2.21(a) of the Existing Credit Agreement, 2020 Incremental Revolving Facility Commitments in an aggregate principal amount of up to $150,000,000.

(4) On the 2020 Effective Date, after giving effect to the effectiveness of this Agreement, the total aggregate amount of the 2020 Incremental Revolving Facility Commitments will be $375,000,000.

(5) Each 2020 Incremental Revolving Facility Lender who executes and delivers this Agreement as a 2020 Incremental Revolving Facility Lender will provide 2020 Incremental Revolving Facility Commitments and make Borrowings thereunder available to the Borrower on and following the 2020 Effective Date in an aggregate principal amount equal to its 2020 Incremental Revolving Facility Commitment.

(6) With respect to the 2020 Incremental Revolving Facility Commitments, Citi², Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., RBC Capital Markets³, Barclays Bank PLC, Bank of Montreal, Credit Suisse Loan Funding LLC, Deutsche Bank Securities Inc., and HSBC Securities (USA) Inc. will act as joint bookrunners and joint lead arrangers (the “2020 Incremental Revolving Facility Arrangers”).

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(7) The Administrative Agent, Holdings, the Borrower and the 2020 Incremental Revolving Facility Lenders desire to memorialize the terms of this Agreement by amending, in accordance with Section 9.08(e) of the Existing Credit Agreement, the Existing Credit Agreement as set forth below, such amendment to become effective on the 2020 Effective Date.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement (as defined below). In addition, as used in this Agreement, the following terms have the meanings specified:

“2020 Incremental Revolving Facility Lender” shall mean a Lender with a 2020 Incremental Revolving Facility Commitment on the 2020 Effective Date.

“2020 Incremental Revolving Facility Commitment” shall mean, with respect to each 2020 Incremental Revolving Facility Lender, the commitment of such 2020 Incremental Revolving Facility Lender to provide 2020 Incremental Revolving Facility Commitments and make Borrowings thereunder available to the Borrower on and following the 2020 Effective Date. The amount of each Lender’s 2020 Incremental Revolving Facility Commitment as of the 2020 Effective Date is set forth on Schedule 1 hereto. The aggregate amount of the 2020 Incremental Revolving Facility Commitments of all 2020 Incremental Revolving Facility Lenders as of the 2020 Effective Date is $375,000,000.

SECTION 2. Commitments. On the 2020 Effective Date, each of the 2020 Incremental Revolving Facility Lenders agrees to provide 2020 Incremental Revolving Facility Commitments and to make Borrowings thereunder available to the Borrower on and following the 2020 Effective Date in a principal amount not to exceed its 2020 Incremental Revolving Facility Commitment.

SECTION 3. 2020 Effective Date.

(a) On the 2020 Effective Date, the Revolving Facility Commitments outstanding immediately prior to the 2020 Effective Date shall be refinanced and replaced, pursuant to Section 2.21(l) of the Existing Credit Agreement, by the 2020 Incremental Revolving Facility Commitments as Replacement Revolving Facility Commitments, such Replacement Revolving Facility Commitments to be in an aggregate principal amount of $225,000,000.

(b) On the 2020 Effective Date, the 2020 Incremental Revolving Facility Lenders shall provide, pursuant to Section 2.21(a) of the Existing Credit Agreement, 2020 Incremental Revolving Facility Commitments in an aggregate principal amount of up to $150,000,000.

(c) On the 2020 Effective Date, after giving effect to the foregoing clauses (a) and (b), the total aggregate amount of 2020 Incremental Revolving Facility Commitments will be $375,000,000.

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SECTION 4. Requests for Borrowings under the 2020 Incremental Revolving Facility Commitments. To request a Borrowing of Revolving Facility Loans under the 2020 Incremental Revolving Facility Commitments on the 2020 Effective Date, the Borrower shall notify the Administrative Agent of such request in writing not later than 12:00 noon, New York City time, one Business Day prior to the 2020 Effective Date (or such later time as the Administrative Agent may agree).

SECTION 5. Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the 2020 Effective Date that this Agreement has been duly authorized, executed and delivered by such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

SECTION 6. Conditions to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the satisfaction (or waiver by the 2020 Incremental Revolving Facility Lenders) of the following conditions (the date of such satisfaction or waiver, the “Agreement Effective Date”):

(a) The Administrative Agent (or its counsel) shall have received (i) from each 2020 Incremental Revolving Facility Lender and (ii) from each of Holdings, the Borrower and the Subsidiary Loan Parties, either (x) a counterpart of this Agreement signed on behalf of such party or (y) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Agreement Effective Date:

(i) attaching a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization,

(ii) attaching a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official),

(iii) certifying that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Agreement Effective Date and at all times since a date prior to the date of the resolutions described in clause (iv) below,

(iv) certifying that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents executed in connection with this Agreement to which such Loan Party is a party and, in the case of the Borrower, the Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Agreement Effective Date,

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(v) certifying as to the incumbency and specimen signature of each officer executing any Loan Document executed in connection with this Agreement on behalf of such Loan Party, and

(vi) certifying as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party.

(c) The Administrative Agent shall have received, on behalf of itself and the 2020 Incremental Revolving Facility Lenders, a written opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP (A) dated the Agreement Effective Date, (B) addressed to the Administrative Agent and the 2020 Incremental Revolving Facility Lenders on the Agreement Effective Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such matters relating to this Agreement as the Administrative Agent shall reasonably request.

(d) On the Agreement Effective Date, (i) the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Existing Credit Agreement shall be satisfied and (ii) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower, dated the Agreement Effective Date, confirming compliance with the conditions set forth in the foregoing clause (i) of this paragraph (d).

(e) All documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and a Beneficial Ownership Certificate for the Borrower or any Guarantor that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (at least three Business Days prior to the Agreement Effective Date, in each case to the extent requested of the Borrower at least 10 Business Days prior to the Agreement Effective Date).

For purposes of determining compliance with the conditions specified in this Section 6, each 2020 Incremental Revolving Facility Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the 2020 Incremental Revolving Facility Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by this Agreement shall have received notice from such 2020 Incremental Revolving Facility Lender prior to the Agreement Effective Date specifying its objection thereto. No representations or warranties under the Loan Documents will be deemed made on the Agreement Effective Date other than those referred to in paragraph (d) above. For the avoidance of doubt, the Borrower, the Administrative Agent and the 2020 Incremental Revolving Facility Lenders acknowledge and agree that the Amendment Effective Date has occurred as of July 20, 2020.

SECTION 7. Conditions to Amendments and 2020 Incremental Revolving Facility Commitments. The amendments to the Existing Credit Agreement and the obligations of the 2020 Incremental Revolving Facility Lenders to provide the 2020 Incremental Revolving Facility Commitments and make the Borrowings thereunder available to the Borrower are subject to the satisfaction (or waiver by the 2020 Incremental Revolving Facility Lenders) of the following conditions (the date of such satisfaction or waiver, the “2020 Effective Date”):

(a) The effectiveness of the Agreement Effective Date.

(b) The closing of the initial underwritten public offering of the common stock of Rackspace Technology, Inc., a Delaware corporation, or any other Parent Entity.

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(c) On the 2020 Effective Date, (i) the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Existing Credit Agreement shall be satisfied and (ii) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower, dated the 2020 Effective Date, confirming compliance with the conditions set forth in the foregoing clause (i) of this paragraph (c).

Notwithstanding anything in this Incremental Assumption Agreement No. 4 to the contrary, it is hereby agreed that if the 2020 Effective Date does not occur on or before December 18, 2020, the amendments to the Existing Credit Agreement and the obligations of the 2020 Incremental Revolving Facility Lenders to provide the 2020 Incremental Revolving Facility Commitments and make the Borrowings thereunder available to the Borrower set forth herein shall automatically terminate without further action or notice and without further obligation to the Borrower or any other Loan Party.

SECTION 8. Consent and Affirmation of the Subsidiary Loan Parties. Each of the Subsidiary Loan Parties, in its capacity as a guarantor under the Subsidiary Guarantee Agreement and a pledgor under the other Security Documents, hereby (i) consents to the execution, delivery and performance of this Agreement and agrees that each of the Subsidiary Guarantee Agreement and the other Security Documents is, and shall continue to be, in full force and effect and is hereby in all respects ratified and confirmed on the 2020 Effective Date, except that, on and after the 2020 Effective Date, each reference to “Credit Agreement”, “First Lien Credit Agreement”, “thereunder”, “thereof” or words of like import shall, unless the context otherwise requires, mean and be a reference to the Amended Credit Agreement and (ii) confirms that the Security Documents to which each of the Subsidiary Loan Parties is a party and all of the Liens on Collateral described therein do, and shall continue to, secure the payment of all of the Obligations.

SECTION 9. Amendment of the Existing Credit Agreement. Effective on and as of the 2020 Effective Date, the Existing Credit Agreement is hereby amended in accordance with Section 9.08(e) of the Existing Credit Agreement to delete the bold, stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold, double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the Existing Credit Agreement attached as Annex A hereto (the Existing Credit Agreement, as so amended, the “Amended Credit Agreement”).

SECTION 10. Reference to and Effect on the Loan Documents. (a) On and after the 2020 Effective Date, each reference in the Amended Credit Agreement to “hereunder”, “hereof”, “Agreement”, “this Agreement” or words of like import and each reference in the other Loan Documents to “Credit Agreement”, “First Lien Credit Agreement”, “thereunder”, “thereof” or words of like import shall, unless the context otherwise requires, mean and be a reference to the Amended Credit Agreement. From and after the 2020 Effective Date, this Agreement shall be a Loan Document under the Existing Credit Agreement and the Amended Credit Agreement.

(b) The Security Documents and each other Loan Document, as specifically amended by this Agreement, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed, and the respective guarantees, pledges, grants of security interests and other agreements, as applicable, under each of the Security Documents, notwithstanding the consummation of the transactions contemplated hereby, shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties under the Existing Credit Agreement and the Amended Credit Agreement. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case, as amended by this Agreement.

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(c) The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

(d) This Agreement shall constitute an “Incremental Assumption Agreement”, the 2020 Incremental Revolving Facility Lenders shall constitute “Incremental Revolving Facility Lenders”, “Revolving Facility Lenders” and “Lenders”, the Revolving Facility Loans made under the 2020 Incremental Revolving Facility Commitments shall constitute “Incremental Revolving Loans”, “Revolving Facility Loans” and “Loans”, and the 2020 Incremental Revolving Facility Commitments shall constitute “Incremental Revolving Facility Commitments”, “Revolving Facility Commitments” and “Commitments”, in each case, for all purposes of the Amended Credit Agreement and the other Loan Documents.

(e) This Agreement shall constitute notice to the Administrative Agent required under Sections 2.21(a) and 2.21(l), as applicable, of the Existing Credit Agreement.

SECTION 11. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by .pdf or other electronic form shall be effective as delivery of a manually executed original counterpart of this Agreement. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Without limiting the generality of the foregoing, the Borrower and each other Loan Party hereby (i) agrees that, for all purposes, electronic images of this Agreement or any other Loan Documents (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.

SECTION 12. Amendments; Headings; Severability. This Agreement may not be amended nor may any provision hereof be waived except pursuant to a writing signed by Holdings, the Borrower, the Administrative Agent and the 2020 Incremental Revolving Facility Lenders. The Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting this Agreement. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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SECTION 13. Governing Law; Etc.

(a) THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF ANY OTHER LAW.

(b) EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTIONS 9.11 AND 9.15 OF THE EXISTING CREDIT AGREEMENT AS IF SUCH SECTIONS WERE SET FORTH IN FULL HEREIN.

SECTION 14. No Novation. This Agreement shall not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Lien or priority of any Security Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except to any extent modified hereby or by instruments executed concurrently herewith and except to the extent repaid as provided herein. Nothing implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Loan Parties under any Loan Document from any of its obligations and liabilities as a borrower, guarantor or pledgor under any of the Loan Documents.

SECTION 15. Notices. All notices hereunder shall be given in accordance with the provisions of Section 9.01 of the Amended Credit Agreement.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

[Incremental Assumption Agreement No. 4]

[Incremental Assumption Agreement No. 4]

[Incremental Assumption Agreement No. 4]

[Incremental Assumption Agreement No. 4]

[Incremental Assumption Agreement No. 4]

[Incremental Assumption Agreement No. 4]

[Incremental Assumption Agreement No. 4]

[Incremental Assumption Agreement No. 4]

[Incremental Assumption Agreement No. 4]

[Incremental Assumption Agreement No. 4]

[Incremental Assumption Agreement No. 4]

SCHEDULE 1

2020 Incremental Revolving Facility Commitments

ANNEX A

[See attached.]

Execution Version

Conformed Version incorporating the Incremental Assumption Agreement No. 34

(November 2017 Term B Loans)

SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT

dated as of November 3, 2016

as amended and restated as of December 20, 2016

as further amended and restated on June 21, 2017

as amended on November 15, 2017

as further amended on July 20, 2020

among

INCEPTION PARENT, INC.,

as Holdings,

RACKSPACE TECHNOLOGY GLOBAL, INC. (formerly known as Rackspace Hosting, Inc.)

RACKSPACE HOSTING, INC. (as successor by merger to Inception Merger Sub, Inc.),

as Borrower,

THE LENDERS AND ISSUING BANKS PARTY HERETO,

CITIBANK, N.A.,

as Administrative Agent,

CITIGROUP GLOBAL MARKETS INC.,

DEUTSCHE BANK SECURITIES INC.,

BARCLAYS BANK PLC,

RBC CAPITAL MARKETS,

and

CREDIT SUISSE SECURITIES (USA) LLC

as Joint Lead Arrangers and Joint Bookrunners,

DEUTSCHE BANK SECURITIES INC.,

BARCLAYS BANK PLC,

ROYAL BANK OF CANADA,

and

CREDIT SUISSE SECURITIES (USA) LLC,

as Syndication Agents,

and

DEUTSCHE BANK SECURITIES INC.,

BARCLAYS BANK PLC,

ROYAL BANK OF CANADA,

and

CREDIT SUISSE SECURITIES (USA) LLC,

as Documentation Agents

APOLLO GLOBAL SECURITIES, LLC,

as Co-Manager

TABLE OF CONTENTS

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