STOCKHOLDERS? AGREEMENT

Exhibit 4.4

STOCKHOLDERS’ AGREEMENT

This Stockholders’ Agreement (the “Agreement”) is made effective as of the 21st day of August, 2001 (the “Effective Date”), by and among Macro Holding, Inc., a Delaware corporation (the “Company”), and the Stockholders of the Company, namely: Macroweb, L.C., a Texas limited liability company (“Macroweb”), Trout, Ltd., a Texas limited partnership (“Trout”), Richard Yoo (“Yoo”), Patrick Condon (“Condon”), Dirk Elmendorf (“Elmendorf”), Brian Bell (“Bell”), Edwin Grubbs (“Grubbs”), Isom Capital Partners I, L.P. (“Isom”), First Inning Investors, L.P. (“First Inning”), The Hamilton Companies LLC, a Colorado limited liability company (“Hamilton”), Beaulieu River Capital LC (formerly, Weston Investment Interest, L.L.C.), a Nevada limited liability company (“Beaulieu”), MiniPat & Company, Ltd., a Texas limited partnership (“MiniPat”), 2M Technology Ventures, L.P. (“2M”), Norwest Venture Partners VIII, L.P. (“Norwest”), Red Hat, Inc. (“Red Hat”), Tailwind Capital Partners 2000, L.P. (“Thomas Weisel”), Sequoia Capital Franchise Partners, L.P. (Sequoia Partners”), Sequoia Capital Franchise Fund, L.P. (“Sequoia Fund”), NVP Entrepreneurs Fund VIII, LP (“NVP”), Felda Hardymon (“Hardymon”), George Kadifa (“Kadifa”), Jerry Parrick (“Parrick”), Robert Powers (“Powers”), Peggy Taylor (“Taylor”), WS Investments (“WS”), Isom Capital Partners II, L.P. (“Isom II”), Isom Capital Partners III, L.P. (“Isom III”), and Live Oak Ventures, LLC (“Live Oak”) (collectively known herein as the “Stockholders”).

Facts:

WHEREAS, the Stockholders were previously limited partners (except Macroweb, which was the general partner and except Bell and Grubbs who were assignees) of Rackspace, Ltd., a Texas limited partnership (the “Partnership”); and

WHEREAS, pursuant to the reorganization of the Partnership (the “Reorganization”) which occurred on August 21, 2001, all of the Stockholders have transferred their Partnership interests in the Partnership to the Company in exchange for shares of Stock of the Company; and

WHEREAS, the Stockholders agreed as part of the Reorganization that all pre-emptive rights, rights of first refusal, share transfer restrictions, re-purchase rights, voting agreements, parallel exit rights, liquidation preferences (Group E Stockholders, only), and all other rights which existed among the Stockholders and the Partnership prior to the effectiveness of the Reorganization as contained in the Agreement of Limited Partnership of Rackspace, Ltd., as amended, (other than the rights to remove the General Partner and restrict the actions of the General Partner) and the Amended and Restated Agreement of Existing Partners of Rackspace, Ltd. to Facilitate Public Offering that do not exist as a consequence of the application of the general corporate provisions of Delaware corporation law (collectively, the “Rights and Obligations”), shall be binding on and inure to the benefit of the Stockholders and on the Company, the same as such Rights and Obligations were binding on the Partnership and the partners (and assignees) of the Partnership prior to the effectiveness of the Reorganization; and

WHEREAS, because this Agreement restates the existing Rights and Obligations between the parties hereto, this Agreement shall be binding upon each Stockholder without the necessity that such Stockholder execute this Agreement.

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WHEREAS, as set forth in the Amended and Restated Agreement of Existing Partners of Rackspace, Ltd., each of the Stockholders have previously agreed to execute this Agreement so long as it sets forth the Rights and Obligations on substantially the same terms as contained in the Agreement of Limited Partnership of Rackspace, Ltd., as amended, and the Amended and Restated Agreement of Existing Partners of Rackspace, Ltd. to Facilitate Public Offering prior to the Reorganization; therefore, this Agreement shall be the final and binding statement of the Rights and Obligations as between the parties hereto.

NOW, THEREFORE, for and in consideration of the above premises and the covenants and conditions herein contained, and in order to provide for the carrying forward of the Rights and Obligations as between the Stockholders of the Company, the parties hereby agree as follows:

Article I.

Current Stockholders

The Stockholders of the Company as of the Effective Date, and the shares owned by each of them are as follows. Further, only for the purposes of this Agreement, Stockholders are designated as members of certain groups:

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Article II.

Definitions

DEFINITIONS . As used throughout this Agreement, the terms below have the following meanings:

Section 2.1 “Common Stock” means the shares of One-Tenth of One Cent ($0.001) par value common stock of the Company.

Section 2.2 “Company” means Macro Holding, Inc., a Delaware corporation.

Section 2.3 “Disposition” means any actual or purported sale, transfer, assignment, exchange, hypothecation, pledge, encumbrance or alienation of any of the Stock or any right or interest therein, whether voluntarily, involuntarily, or by operation of law, by gift, by will, pursuant to a divorce decree or property settlement agreement, under the laws of descent and distribution or otherwise, or any change in the Stockholder of record of any such Stock.

Section 2.4 “Preferred Stock” means the shares of One-Tenth of One Cent par value Series A convertible preferred stock of the Company.

Section 2.5 “Related Party” means as to any person, (i) any Affiliate of such person, (ii) any employee, officer, director, shareholder, member, manager or partner of such person, or (iii) any family member.

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Section 2.6 “Stock” or “Shares” means the shares of Common Stock or Preferred Stock of the Company presently outstanding, and any shares of Common or Preferred Stock of the Company issued in the future.

Section 2.7 “Stockholder” means the person who now or hereafter owns the Stock which is registered in his, her or its name.

Section 2.8 “Spouse” means a person who has a legal interest in the Stock which is registered on the books of the Company in the name of the husband or wife of such person.

Article III.

Representations

Each Stockholder represents that the respective Stock owned by him, her or it is not subject to any pledge or other encumbrance.

Article IV.

Transfer Restrictions

Section 4.1 Transfers Prohibited Generally . Except as specifically allowed under this Agreement, no Stockholder may sell, assign, transfer, mortgage, encumber, hypothecate, pledge or otherwise dispose of all or any part of such Stockholder’s Shares, and any attempt to take such action and any purported separate sale, transfer, assignment, mortgage, encumbrance, hypothecation, pledge, or other disposition by any Stockholder shall be void. In the event of any sale, transfer, assignment or other disposition which is not made in accordance with this Agreement, and without herein recognizing such as being permitted or valid, the Stockholder making the same shall remain and continue to be liable for the performance of all of its obligations hereunder. All subsequent owners of any Shares shall hold same subject to all the terms and provisions hereof.

Section 4.2 Right of First Refusal . Except transfers of Shares by Sequoia Fund, Sequoia Partners, Red Hat, Thomas Weisel, Norwest, NVP, Hardymon, Kadifa, Parrick, Powers, Taylor and WS of Shares of Common Stock held by them as of the Effective Date of this Agreement, no Stockholder (including any transferee of a Stockholder) may propose to make any sale, transfer, pledge, assignment or other disposition of all or any part of their Shares (such interests referred to as the “Shares Offered for Sale”) except for a sale in exchange for cash or a combination of cash and promissory notes. Prior to making such disposition, the Stockholder desiring to make such sale (the “Selling Stockholder”) shall first offer his, her or its Shares Offered for Sale to each of the other Stockholders (other than Bell, Grubbs, NVP, Hardymon, Kadifa, Parrick, Powers, Taylor and WS, and any of their transferees, all of whom are collectively referred to as the “Excluded Shareholders”) under the same terms and conditions as the proposed sale (the “Terms of Sale”). Such offer shall be in writing (the “Offer Notice”) and delivered to the other Stockholders (other than the Excluding Shareholders), along with the name of the proposed purchaser of the Shares Offered for Sale. The Selling Stockholder shall provide to the other Stockholders (other than the Excluded Shareholder) all information regarding the proposed sale and the proposed purchaser, as may be reasonably requested by the other Stockholders. For a period of 15 Business Days after the date of the Offer Notice is given, a Stockholder (other than an Excluded Shareholder) may accept the Selling Stockholder’s offer

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with respect to the portion of the Shares Offered for Sale that corresponds to the ratio of the accepting Stockholder’s number of Shares held to the number of Shares held by the other Stockholders (other than the Selling Stockholder and the Excluded Shareholders) by giving written notice of such acceptance to the Selling Stockholder. Beginning with the expiration of 15 Business Days after the date the Offer Notice is given and ending on the 20th Business Day after the date the Offer Notice was given, the Company may, in its sole discretion, accept the Selling Stockholder’s offer with respect to all of the remaining portion of the Shares Offered for Sale by giving written notice of such acceptance to the Selling Stockholder and the other Stockholders. Unless the other Stockholders and the Company (in the aggregate) accept the Selling Stockholder’s offer with respect to all of the Shares Offered for Sale, the Selling Stockholder’s offer shall be deemed rejected in its entirety. Upon an election to purchase all of such Shares Offered for Sale as provided above, the purchasing Stockholders (and the Company as the case may be) shall make available to the Selling Stockholder at the offices of the Selling Stockholder, an amount equal to ten (10%) percent of the purchase price of the Shares Offered for Sale as a non-refundable deposit. In addition, to the extent that the Terms of Sale require a note or notes, the accepting Stockholders shall be required to demonstrate that they have at least the same credit worthiness as the proposed purchaser. Payment for the Shares Offered for Sale shall be made in accordance with the Terms of Sale. If the Stockholders and the Company do not elect to purchase all the Shares Offered for Sale, the Selling Stockholder shall be free to sell all, but not less than all of such Shares Offered for Sale for a period of sixty (60) days after the expiration of the option of the other Stockholders, provided that any such sale must be made under the same terms and conditions and to the same purchaser as described in the Terms of Sale and provided further that the Selling Shareholder must comply with Section 4.5 below prior to making any such sale. The Selling Stockholder shall provide all information relating to the transferee of the Shares Offered for Sale which is reasonably requested by the Company.

Section 4.3 Permitted Transfers . Notwithstanding anything herein to the contrary, any Stockholder shall be permitted to transfer his, her or its Shares to (i) an immediate family member (a “Family Member”), or a trust established for the benefit of a Family Member (“Trust”), (ii) Affiliates of the Stockholder, or (iii) to Persons to whom the interest is transferred by reason by the Stockholder’s death or involuntarily by operation of law, or (iv) pursuant to a transfer in accordance with the provisions of Section 4.2 (collectively, a “Permitted Transfer”). However, no such transferee shall become a Stockholder except in accordance with Section 4.4 of this Agreement. It is expressly agreed that Trout may transfer its Shares to Morris A. Miller, Graham A. Weston or any of their Family Members or a trust established for the benefit of a Family Member. For the purposes hereof, “Affiliate” means a person (whether an individual or an entity) who directly or indirectly controls, is controlled by, or is under common control with, the person referred to. For this purpose, “control” means the ability to direct or cause the direction of the management or affairs of a person, whether through the ownership of voting securities, by contract or otherwise.

Section 4.4 Conditions to the Transfer of Shares . Each Stockholder affirms that he/she/it has purchased and now holds his, her or its Shares for his, her or its own account, solely for investment and not with any intention of distributing, dividing, or reselling the same. In addition to other restrictions on transfer contained in this Agreement, the Shares may be transferred only if:

4.4.1 Such disposition is consistent with such affirmation;

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4.4.2 Neither the transferee nor any affiliate or Related Party of the transferee of such disposition directly or indirectly competes with the Company or any Affiliate of the Company;

4.4.3 Except with respect to a Permitted Transfer, such Stockholder has first offered to sell the Shares in accordance with Section 4.2 above and has complied with Section 4.5 below; and

4.4.4 The following conditions to such disposition have been met, unless such conditions have been waived in writing by the Company in its sole discretion which discretion, may be arbitrarily exercised:

A. the transferee has delivered an instrument reasonably satisfactory to the Company which accepts and adopts the terms and provisions of this Agreement, including the assumption of all obligations of the transferor to the Company and an agreement to be subject to all transfer restrictions applicable to his/her or its transferor;

B. the transferor has delivered to the Company, in form and substance satisfactory to counsel designated by the Company to the effect that neither the assignment nor any offering in connection therewith violates any provision of any federal or state securities or comparable law;

C. the transferor pays for all expenses incurred by the Company in connection with such disposition.

Section 4.5 Parallel Exit . No Stockholder (including any transferee or assignee) or any Family Member or trust established for the benefit of a Family Member which has received Shares from a Stockholder (a “Transferee”), may sell any of their Shares without first offering to all of the Stockholders (other than Bell and Grubbs), the right to participate in such transfer, on a pro rata basis, on the same terms and conditions as the proposed sale by the Stockholder or Transferee seeking to transfer Shares. Before making any sale the Stockholder or any Transferee shall provide each of the other Stockholders (other than Bell and Grubbs) with written notice of the date and terms of the proposed sale and each of the other Stockholders shall each have the right to sell his or her Shares pursuant to such sale in an amount equal to the Shares subject to purchase, multiplied by a fraction, the numerator of which shall be the number of Shares held by such Stockholder, and the denominator of which is the total number of Shares held by all the Stockholders electing to participate in such sale. Any Stockholder who elects to participate in such sale, shall be required to irrevocably make its election within four business days of receipt of written notice from the Stockholder or Transferee. Notwithstanding the foregoing, any purchase of less than all of the Shares elected to be sold as provided above, shall be made from all parties participating in the sale, pro rata, based on the number of Shares to be sold by each. The provisions of this Section 4.5 will not apply to any Permitted Transfer.

Section 4.6 Subdivided Shares Prohibited . Without the written consent of the Company, which may be arbitrarily withheld, Stockholders shall not be permitted to sell, transfer, assign, convey, give, donate or bequeath a fractional part of a Share.

Section 4.7 Preemptive Rights . To the extent that the Company proposes to sell additional Shares or securities exercisable for or convertible into such Shares for cash (but not including any options granted to employees, directors, consultants or others providing services to

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the Company) and no other consideration, the Company shall first offer such Shares to all the Stockholders (other than the Excluded Shareholders) and each Stockholder (other than the Excluded Shareholders) shall be entitled to purchase an amount of such Shares in proportion to the Stockholder’s percentage ownership of the Company (provided that, for the purpose of calculating the percentage ownership of the Company owned by Norwest, Norwest shall be treated as if it owned the shares of Common Stock owned by NVP, Hardymon, Kadifa, Parrick, Powers, Taylor and WS). Upon receipt of the offer, to the extent that any of the Stockholders desire to accept the offer they must, within four business days of receipt of the offer (except as modified by Section 8.1 hereof), (i) notify the Company in writing of acceptance, and (ii) deposit 10% of the purchase price with the Company. If any Stockholder does not accept the offer described above, the Shares that such Stockholder was offered may be sold to a third party or to an existing Stockholder in the Company’s sole and absolute discretion.

Section 4.8 Assignment of Certain Rights . Any Stockholder (other than the Excluded Shareholders who do not have such rights) may assign any right of first refusal, preemptive right or other right to acquire Shares to any (i) current Stockholder, or an Affiliate of such Person, or an entity controlled by such Persons or their Affiliates, or (ii) another Person upon the prior consent of the Company (a “Current Affiliate”). To be effective, the Stockholder must provide the Company written notice of such assignment within five (5) Business Days. Upon any such assignment, the Current Affiliate shall be subject to the rights, obligations, and restrictions provided in this Agreement (as amended) with respect to exercising any such rights.

Section 4.9 Termination of Rights upon IPO . Notwithstanding anything herein to the contrary, the Stockholders agree that incident to an initial public offering of the securities of the Company or any successor entity, which raises at least $10,000,000.00 (an “IPO”), the following rights contained in this Agreement shall be terminated: (i) preemptive rights (Section 4.7), (ii) parallel exit rights (Section 4.5), (iii) rights of first refusal (Section 4.2), and (iv) all other transfer restrictions (other than as required by applicable securities laws). In addition, all obligations under the Support Agreement (as referenced below) shall terminate immediately prior to the IPO.

Section 4.10 Support Agreement. Certain of the Stockholders are parties to the Support Agreement, originally dated September 29, 1998, and subsequently amended on November 30, 1999 and then again on February 22, 2000. Such agreement continues in force until terminated in accordance with the terms of the Support Agreement or as terminated in accordance with Section 4.11 above. The Excluded Shareholders have no rights under the Support Agreement.

Article V.

Stock Certificates Legend

Each certificate representing the shares of Stock owned by the Stockholders shall bear the following legend:

“The shares of stock represented hereby have not been registered under the Securities Act of 1933, as amended. The shares may not be sold or transferred in the absence of such registration or an opinion of counsel satisfactory to Macro Holding, Inc. that an exemption from the registration requirements is available.

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The shares of stock represented hereby are subject to certain preemptive rights, rights of first refusal, share transfer restrictions, re-purchase rights, voting agreements, parallel exit rights, and all other rights (except any rights to remove the general partner and/or restrict the actions of the general partner of Rackspace, Ltd.) as set forth in the Limited Partnership Agreement of Rackspace, Ltd., as amended, and the Amended and Restated Agreement of Existing Partners of Rackspace, Ltd. to Facilitate a Public Offering (collectively “Rights”), to the extent that such Rights inured to the benefit of the holder hereof as a holder of units of Rackspace, Ltd. immediately prior to the holder’s exchange of such units of Rackspace, Ltd. for the shares of stock represented hereby, except to the extent that such Rights exist as a consequence of the application of Delaware corporation law, in which case such provisions of Delaware corporation law shall supercede such rights.

Ownership, encumbrance, pledge, assignment, transfer or other disposition of this certificate of shares, or any shares issued in lieu thereof, are subject to the restrictions contained in a Stockholders’ Agreement dated effective the 21st day of August, 2001, among Macro Holding, Inc., and the Stockholders of Macro Holding, Inc., a copy of which Agreement is on file in the office of the Sec