exv10w7






Exhibit 10.7




REALPAGE, INC.




STAND-ALONE STOCK OPTION AGREEMENT




	I.	 	NOTICE OF STOCK OPTION GRANT
	 
	 	 	Name: Peter Gyenes
	 
	 	 	Address: [***]





     The undersigned Participant has been granted a Nonstatutory Stock Option to purchase Common
Stock of the Company, subject to the terms and conditions of this Agreement, as follows:



	 	 	 
	Date of Grant:
	 	February 25, 2010
	 
	 	 
	Vesting Commencement Date:
	 	February 25, 2010
	 
	 	 
	Exercise Price per Share:
	 	$3.75
	 
	 	 
	Total Number of Shares Granted:
	 	120,000
	 
	 	 
	Total Exercise Price:
	 	$450,000
	 
	 	 
	Term/Expiration Date:
	 	Ten years from Date of Grant






     Vesting Schedule:



     This Option shall be exercisable, in whole or in part, according to the following vesting
schedule:



     Five percent (5%) of the Shares subject to the Option shall vest quarterly beginning on the
first day of the calendar quarter immediately following the Vesting Commencement Date for fifteen
(15) consecutive calendar quarters, and the remaining twenty-five percent (25%) of the Shares
subject to the Option shall vest on the first day of the next following calendar quarter so that
the Option shall be fully vested on January 1, 2014, subject to Participant continuing to be a
Service Provider through each such vesting date.



     Termination Period:



     This Option shall be exercisable for ninety (90) days after Participant ceases to be a Service
Provider in accordance with Section 9 of this Agreement, unless such termination is due to
Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12)
months after Participant ceases to be a Service Provider in accordance with Sections 10 and 11 of
this Agreement. Notwithstanding the foregoing sentence, in no event may this Option be exercised
after the Term/Expiration Date as provided above and this Option may be subject to earlier
termination as provided in Section 12 of this Agreement.



 









 




II. AGREEMENT




     1. Definitions. As used herein, the following definitions shall apply:



          (a) “Agreement” means this stock option agreement between the Company and Participant
evidencing the terms and conditions of this Option.



          (b) “Applicable Laws” means the requirements relating to the administration of
equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the
Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the
applicable laws of any other country or jurisdiction that may apply to this Option.



          (c) “Board” means the Board of Directors of the Company or any committee of the Board
of Directors of the Company that has been designated by the Board to administer this Agreement.
The Board has full authority and discretion to administer this Agreement, including but not limited
to the authority to: (i) modify or amend the Option (subject to Section 18 of this Agreement),
including, but not limited to, the discretionary authority to extend the post-termination exercise
period of the Option, (ii) authorize any person to execute on behalf of the Company any instrument
required to effect the grant or amendment of the Option previously granted or amended by the Board,
(iii) provide for the transferability of the Option, and (iv) construe and interpret the terms of
the Option. All decisions, determinations and interpretations of the Board shall be final and
binding on the Participant.



          (d) “Change in Control” means the occurrence of any of the following events:



               (i) Change in Ownership of the Company. A change in the ownership of the Company
which occurs on the date that any one person, or more than one person acting as a group (“Person”),
acquires ownership of the stock of the Company that, together with the stock held by such Person,
constitutes more than 50% of the total voting power of the stock of the Company, except that any
change in the ownership of the stock of the Company as a result of a private financing of the
Company that is approved by the Board will not be considered a Change in Control; or



               (ii) Change in Effective Control of the Company. If the Company has a class of
securities registered pursuant to Section 12 of the Exchange Act, a change in the effective control
of the Company which occurs on the date that a majority of members of the Board is replaced during
any twelve (12) month period by Directors whose appointment or election is not endorsed by a
majority of the members of the Board prior to the date of the appointment or election. For
purposes of this clause (ii), if any Person is considered to be in effective control of the
Company, the acquisition of additional control of the Company by the same Person will not be
considered a Change in Control; or



               (iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change
in the ownership of a substantial portion of the Company’s assets which occurs on the date that any
Person acquires (or has acquired during the twelve (12) month period ending on the date of the most
recent acquisition by such person or persons) assets from the Company that have a total gross fair
market value equal to or more than 50% of the total gross fair market value of all of the assets of
the Company immediately prior to such acquisition or acquisitions. For purposes of



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this subsection
(iii), gross fair market value means the value of the assets of the Company, or the value of the
assets being disposed of, determined without regard to any liabilities associated with such assets.




               For purposes of this Section 1(d), persons will be considered to be acting as a group if they
are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of
stock, or similar business transaction with the Company.



               Notwithstanding the foregoing, a transaction shall not be deemed a Change in Control unless
the transaction qualifies as a change in control event within the meaning of Section 409A of the
Code, as it has been and may be amended from time to time, and any proposed or final Treasury
Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated
thereunder from time to time.



               Further and for the avoidance of doubt, a transaction shall not constitute a Change in Control
if: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii) its sole
purpose is to create a holding company that shall be owned in substantially the same proportions by
the persons who held the Company’s securities immediately before such transaction.



          (e) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a
section of the Code herein shall be a reference to any successor or amended section of the Code.




          (f) “Common Stock” means the common stock of the Company.




          (g) “Company” means RealPage, Inc., a Delaware corporation, or any successor thereto.




          (h) “Consultant” means any person who is engaged by the Company or any Parent or
Subsidiary to render consulting or advisory services to such entity.




          (i) “Director” means a member of the Board.




          (j) “Disability” means total and permanent disability as defined in Section 22(e)(3)
of the Code.




          (k) “Employee” means any person, including officers and Directors, employed by the
Company or any Parent or Subsidiary of the Company. Participant shall not cease to be an Employee
in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations
of the Company or between the Company, its Parent, any Subsidiary, or any successor. Neither
service as a Director nor payment of a director’s fee by the Company shall be sufficient to
constitute “employment” by the Company.




          (l) “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          (m) “Exchange Program” means a program under which (i) the outstanding Option is
surrendered or cancelled in exchange for options of the same type (which may have lower or higher
exercise prices and different terms), awards of a different type, and/or cash, and/or




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(ii) Participant would have the opportunity to transfer the outstanding Option to a financial
institution or other person or entity selected by the Board, and/or (iii) the exercise price of the
outstanding Option is reduced or increased. The terms and conditions of any Exchange Program shall
be determined by the Board in its sole discretion. An Exchange Program can be entered into with
respect to the Option if agreed to in writing by the Participant and the Company.




          (n) “Fair Market Value” means, as of any date, the value of Common Stock determined as
follows:




               (i) If the Common Stock is listed on any established stock exchange or a national market
system, including without limitation the Nasdaq Global Select Market, the Nasdaq Global Market or
the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the closing
sales price for such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system on the day of determination, as reported in The Wall Street Journal or such
other source as the Board deems reliable;



               (ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and
low asked prices for the Common Stock on the day of determination (or, if no bids and asks were
reported on that date, as applicable, on the last trading date such bids and asks were reported),
as reported in The Wall Street Journal or such other source as the Board deems reliable; or



               (iii) In the absence of an established market for the Common Stock, the Fair Market Value
thereof shall be determined in good faith by the Board.



          (o) “Nonstatutory Stock Option” means an Option not intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.




          (p) “Notice of Grant” means a written notice, in Part I of this Agreement, evidencing
certain terms and conditions of this Option grant. The Notice of Grant is part of the Option
Agreement.




          (q) “Option” means this option to purchase shares of Common Stock granted pursuant to
this Agreement.




          (r) “Optioned Stock” means the Common Stock subject to this Option.




          (s) “Parent” means a “parent corporation,” whether now or hereafter existing, as
defined in Section 424(e) of the Code.




          (t) “Participant” means the person named in the Notice of Grant or such person’s
successor.




          (u) “Securities Act” means the Securities Act of 1933, as amended.




          (v) “Service Provider” means an Employee, Director or Consultant.




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          (w) “Share” means a share of the Common Stock, as adjusted in accordance with
Section 8 of this Agreement.




          (x) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing,
as defined in Section 424(f) of the Code.




     2. Grant of Option and Acknowledgement. The Board hereby grants to the Participant
named in the Notice of Grant attached as Part I of this Agreement the Option to purchase the number
of Shares, as set forth in the Notice of Grant, at the exercise price per Share set forth in the
Notice of Grant (the “Exercise Price”), subject to the terms and conditions of this Agreement.
Participant acknowledges that other than this Option, Participant has no other options, warrants or
rights to acquire securities of the Company as of the date hereof and further agrees that any such
options, warrants or rights are hereby terminated, waived and cancelled.



     3. Exercise of Option.



          (a) Right to Exercise. This Option shall be exercisable during its term in accordance
with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of this
Agreement. Vesting of the Option shall be suspended during any unpaid leave of absence, unless the
Board provides otherwise or continued vesting during such leave of absence is required by
Applicable Law.




          (b) Method of Exercise. This Option shall be exercisable by delivery of an exercise
notice, in the form attached as Exhibit A (the “Exercise Notice”) or in a manner and
pursuant to such procedures as the Board may determine, which shall state the election to exercise
the Option, the number of Shares with respect to which the Option is being exercised (the
“Exercised Shares”), and such other representations and agreements as may be required by the
Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to
all Exercised Shares, together with any applicable tax withholding. This Option shall be deemed to
be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the
aggregate Exercise Price, together with any applicable tax withholding.




          (c) Legal Compliance. No Shares shall be issued pursuant to the exercise of this
Option unless such issuance and such exercise comply with Applicable Laws. Assuming such
compliance, for income tax purposes the Exercised Shares shall be considered transferred to
Participant on the date on which the Option is exercised with respect to such Exercised Shares.




     4. Participant’s Representations. In the event the Shares have not been registered
under the Securities Act, at the time this Option is exercised, Participant shall, if required by
the Company, concurrently with the exercise of all or any portion of this Option, deliver to the
Company his or her Investment Representation Statement in the form attached hereto as
Exhibit B.



     5. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of Participant:



          (a) cash;




          (b) check;




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          (c) consideration received by the Company under a cashless exercise program implemented by the
Company;




          (d) surrender of other Shares which (i) shall be valued at its Fair Market Value on the date
of exercise, and (ii) must be owned free and clear of any liens, claims, encumbrances or security
interests, if accepting such Shares, in the sole discretion of the Board, shall not result in any
adverse accounting consequences to the Company; or




          (e) any combination of the foregoing methods of payment.




     6. Non-Transferability of Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution and may be exercised during the
lifetime of Participant only by Participant. The terms of this Agreement shall be binding upon the
executors, administrators, heirs, successors and assigns of Participant.



     7. Rights as a Stockholder. Until the Shares are issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the Shares subject to the Option, notwithstanding the exercise of the Option. The
Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No
adjustment shall be made for a dividend or other right for which the record date is prior to the
date the Shares are issued, except as provided in Section 12 below.



     8. Term of Option. Subject to Sections 9, 10 and 11 this Option may be exercised only
within the term set out in the Notice of Grant, and may be exercised during such term only in
accordance with the terms of this Agreement.



     9. Termination of Relationship as a Service Provider. If Participant ceases to be a
Service Provider, other than upon Participant’s death or Disability, the Option shall remain
exercisable for ninety (90) days following Participant’s termination (but in no event later than
the Option’s Expiration Date or as provided in Section 12. In that event, the Option shall be
exercisable only to the extent that the Option was unexercised and vested on the date of
termination. Unless the Board provides otherwise, if on the date of termination the Participant is
not vested as to his or her entire Option, the unvested portion of the Option shall terminate and
Participant shall have no further rights to acquire the Shares subject thereto. If, after
termination, the Participant does not exercise his or her Option within the time specified herein,
the Option shall terminate and Participant shall have no further rights to acquire the Shares
subject thereto.



     10. Disability of Participant. If Participant ceases to be a Service Provider as a
result of Participant’s Disability, the Option may be exercised for a period of twelve (12) months
after the date of such termination (but in no event later than the expiration date of the Option as
set forth in the Notice of Grant or as provided in Section 12 to the extent that the Option is
vested on the date of such termination. Unless the Board provides otherwise, if on the date of
termination the Participant is not vested as to his or her entire Option, the unvested portion of
the Option shall terminate and Participant shall have no further rights to acquire the Shares
subject thereto. If, after termination, the Participant does not exercise his or her Option within
the time specified herein, the Option shall terminate and Participant shall have no further rights
to acquire the Shares subject thereto.



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     11. Death of Participant. If Participant dies while a Service Provider, the Option
may be exercised at any time within twelve (12) months following the date of death (but in no event
later than the expiration date of the Option as set forth in the Notice of Grant or as provided in
Section 12, by Participant’s estate or by a person who acquired the right to exercise the Option by
bequest or inheritance, but only to the extent that Participant was entitled to exercise the Option
at the date of death. If on the date of death the Participant is not vested as to his or her
entire Option, the unvested portion of the Option shall terminate and Participant’s estate or the
person who acquired the right to exercise the Option by bequest or inheritance shall have no
further rights to acquire the Shares subject thereto. If, after death, Participant’s estate or a
person who acquired the right to exercise the Option by bequest or inheritance does not exercise
the Option within the time specified herein, the Option shall terminate.



     12. Adjustments; Dissolution or Liquidation; Merger or Change in Control.



          (a) Changes in Capitalization. In the event that any dividend or other distribution
(whether in the form of cash, Shares, other securities, or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, or other change in the
corporate structure of the Company affecting the Shares occurs, the Board, in order to prevent
diminution or enlargement of the benefits or potential benefits intended to be made available under
the Option, shall adjust the number, class, and price of Shares covered by the Option.




          (b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Board shall notify Participant as soon as practicable prior to the
effective date of such proposed transaction. To the extent it has not been previously exercised,
the Option shall terminate immediately prior to the consummation of such proposed action.




          (c) Merger or Change in Control. In the event of a merger not constituting a Change
in Control, the outstanding Option shall be treated as the Board determines, including, without
limitation that the Option shall be assumed or an equivalent option substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In the event of a Change in
Control, Participant shall fully vest in and have the right to exercise this Option as to all of
the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable.
In the event of a Change in Control, the Board shall notify Participant in writing or
electronically that the Option shall be fully vested and exercisable for a period of time as
determined by the Board, and the Option shall terminate upon expiration of such period.




     13. Lock-Up Period. Participant hereby agrees that Participant shall not offer,
pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or
dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter
into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of
the economic consequences of ownership of any Common Stock (or other securities) of the Company
held by Participant (other than those included in the registration) for a period specified by the
representative of the underwriters of Common Stock (or other securities) of the Company not to
exceed one hundred and eighty (180) days following the effective date of any registration statement
of the Company filed under the Securities Act (or such other period as may be requested by the
Company or the



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underwriters to accommodate regulatory restrictions on (i) the publication or other
distribution of research reports and (ii) analyst recommendations and opinions, including, but not
limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any
successor provisions or amendments thereto).




          Participant agrees to execute and deliver such other agreements as may be reasonably requested
by the Company or the underwriter which are consistent with the foregoing or which are necessary to
give further effect thereto. In addition, if requested by the Company or the representative of the
underwriters of Common Stock (or other securities) of the Company, Participant shall provide,
within ten (10) days of such request, such information as may be required by the Company or such
representative in connection with the completion of any public offering of the Company’s securities
pursuant to a registration statement filed under the Securities Act. The obligations described in
this Section 13 shall not apply to a registration relating solely to employee benefit plans on
Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration
relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be
promulgated in the future. The Company may impose stop-transfer instructions with respect to the
shares of Common Stock (or other securities) subject to the foregoing restriction until the end of
said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of
the Option or shares acquired pursuant to the Option shall be bound by this Section 13.




     14. Inability to Obtain Authority. The inability of the Company to obtain authority
from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of
any liability in respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.



     15. Notices. Any notice to be given to the Company hereunder shall be in writing and
shall be addressed to the Company at its then current principal executive office or to such other
address as the Company may hereafter designate to Participant by notice as provided in this
Section. Any notice to be given to Participant hereunder shall be addressed to Participant at the
address set forth beneath his signature hereto, or at such other address as Participant may
hereafter designate to the Company by notice as provided herein. A notice shall be deemed to have
been duly given when personally delivered or mailed by registered or certified mail to the party
entitled to receive it.



     16. Tax Obligations.



          (a) Tax Withholding. Participant agrees to make appropriate arrangements with the
Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of
all Federal, state, local and foreign income and employment tax withholding requirements applicable
to the Option exercise. Participant acknowledges and agrees that the Company may refuse to honor
the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the
time of exercise. The Board, in its sole discretion and pursuant to such procedures as it may
specify from time to time, may allow Participant to satisfy such withholding tax obligations by
electing to have the Company withhold from the Shares to be issued upon exercise of the Option that
number of Shares having a Fair Market Value equal to the minimum amount statutorily required to be
withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that
the amount of tax to be withheld is to be determined. All elections by Participant to have Shares
withheld for



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this purpose shall be made in such form and under such conditions as the Board may
deem necessary or advisable.




          (b) Code Section 409A. Under Code Section 409A, an Option that vests after
December 31, 2004 (or that vested on or prior to such date but which was materially modified after
October 3, 2004) that was granted with a per Share exercise price that is determined by the
Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date
of grant (a “discount option”) may be considered “deferred compensation.” An Option that is a
“discount option” may result in (i) income recognition by Participant prior to the exercise of the
Option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and
interest charges. The “discount option” may also result in additional state income, penalty and
interest tax to the Participant. Participant acknowledges that the Company cannot and has not
guaranteed that the IRS will agree that the per Share exercise price of this Option equals or
exceeds the Fair Market Value of a Share on the date of grant in a later examination. Participant
agrees that if the IRS determines that the Option was granted with a per Share exercise price that
was less than the Fair Market Value of a Share on the date of grant, Participant shall be solely
responsible for Participant’s costs related to such a determination.




     17. Severability. In the event that any provision hereof becomes or is declared by a
court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement shall
continue in full force and effect.



     18. Entire Agreement; Governing Law. This Agreement constitutes the entire agreement
of the parties with respect to the subject matter hereof and supersedes in their entirety all prior
undertakings and agreements of the Company and Participant with respect to the subject matter
hereof, and may not be modified adversely to Participant’s interest except by means of a writing
signed by the Company and Participant. This Agreement is governed by the internal substantive laws
but not the choice of law rules of Texas.



     19. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE
VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE
PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING
PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES
HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR
IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY
PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE
COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.



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     By Participant’s signature and the signature of the Company’s representative below,
Participant and the Company agree that this Option is granted under and governed by the terms and
conditions of this Agreement. Participant has reviewed this Agreement in its entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option and fully understands
all provisions of this Option. Participant hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Board upon any questions relating to this Option.
Participant further agrees to notify the Company upon any change in the residence address indicated
below.



	 	 	 
	PARTICIPANT

	 	REALPAGE, INC.
	 
	/s/
Peter Gyenes 
	 	/s/ Stephen T. Winn 
	 

	 	 
	Signature

	 	By
	 
	Peter
Gyenes 
	 	Stephen T. Winn 
	 

	 	 
	Print Name

	 	Print Name
	 
	[***] 
	 	CEO 
	 

	 	 
	 

	 	Title
	[***] 

	 	 
	Residence Address
	 	 






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EXHIBIT A




EXERCISE NOTICE



RealPage, Inc.

4000 International Parkway

Carrollton, Texas 75007-1913



Attention: Secretary




     1. Exercise of Option. Effective as of today, _________, ___, the undersigned
(“Participant”) hereby elects to exercise Participant’s option (the “Option”) to purchase
_________ shares of the Common Stock (the “Shares”) of RealPage, Inc. (the “Company”) under
and pursuant to the Stand-Alone Stock Option Agreement dated
___, ___ (the “Option
Agreement”).



     2. Delivery of Payment. Participant herewith delivers to the Company the full
purchase price of the Shares, as set forth in the Option Agreement, and any and all withholding
taxes due in connection with the exercise of the Option.



     3. Representations of Participant. Participant acknowledges that Participant has
received, read and understood the Option Agreement and agrees to abide by and be bound by its terms
and conditions.



     4. Rights as Stockholder. Until the issuance of the Shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Shares subject to the Option, notwithstanding the exercise of the Option. The
Shares so acquired shall be issued to Participant as soon as practicable after the Option is
exercised in accordance with the Option Agreement. No adjustment shall be made for a dividend or
other right for which the record date is prior to the date of issuance except as provided in
Section 12 of the Option Agreement.



     5. Company’s Right of First Refusal. Before any Shares held by Participant or any
transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise
transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall
have a right of first refusal to purchase the Shares on the terms and conditions set forth in this
Section 5 (the “Right of First Refusal”).



          (a) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the
Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or
otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee
(“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee;




 









 







and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer
the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the
Company or its assignee(s).




          (b) Exercise of Right of First Refusal. At any time within thirty (30) days after
receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the
Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to
any one or more of the Proposed Transferees, at the purchase price determined in accordance with
subsection 5(c) below.




          (c) Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by
the Company or its assignee(s) under this Section 5 shall be the Offered Price. If the Offered
Price includes consideration other than cash, the cash equivalent value of the non-cash
consideration shall be determined by the Board of Directors of the Company in good faith.




          (d) Payment. Payment of the Purchase Price shall be made, at the option of the
Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any
outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an
assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of
the Notice or in the manner and at the times set forth in the Notice.




          (e) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be
transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s)
as provided in this Section 5, then the Holder may sell or otherwise transfer such Shares to that
Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other
transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that
any such sale or other transfer is effected in accordance with any applicable securities laws and
that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall continue
to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the
Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be
given to the Company, and the Company and/or its assignees shall again be offered the Right of
First Refusal before any Shares held by the Holder may be sold or otherwise transferred.




          (f) Exception for Certain Family Transfers. Anything to the contrary contained in
this Section 5 notwithstanding, the transfer of any or all of the Shares during Participant’s
lifetime or on Participant’s death by will or intestacy to Participant’s immediate family or a
trust for the benefit of Participant’s immediate family shall be exempt from the provisions of this
Section 5. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent,
father, mother, brother or sister. In such case, the transferee or other recipient shall receive
and hold the Shares so transferred subject to the provisions of this Section 5, and there shall be
no further transfer of such Shares except in accordance with the terms of this Section 5.




          (g) Termination of Right of First Refusal. The Right of First Refusal shall terminate
as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the
general public, or (ii) a Change in Control in which the successor corporation has equity
securities that are publicly traded.




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     6. Tax Consultation. Participant understands that Participant may suffer adverse tax
consequences as a result of Participant’s purchase or disposition of the Shares. Participant
represents that Participant has consulted with any tax consultants Participant deems advisable in
connection with the purchase or disposition of the Shares and that Participant is not relying on
the Company for any tax advice.



     7. Restrictive Legends and Stop-Transfer Orders.



          (a) Legends. Participant understands and agrees that the Company shall cause the
legends set forth below or legends substantially equivalent thereto, to be placed upon any
certificate(s) evidencing ownership of the Shares together with any other legends that may be
required by the Company or by state or federal securities laws:





THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE
OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.




THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET
FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE
SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH
TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE
SHARES.




THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF
THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN
AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT
BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH
PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.



          (b) Stop-Transfer Notices. Participant agrees that, in order to ensure compliance
with the restrictions referred to herein, the Company may issue appropriate “stop transfer”
instructions to its transfer agent, if any, and that, if the Company transfers its own securities,
it may make appropriate notations to the same effect in its own records.




          (c) Refusal to Transfer. The Company shall not be required (i) to transfer on its
books any Shares that have been sold or otherwise transferred in violation of any of the provisions
of



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this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or
pay dividends to any purchaser or other transferee to whom such Shares shall have been so
transferred.




     8. Successors and Assigns. The Company may assign any of its rights under this
Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the
benefit of the successors and assigns of the Company. Subject to the restrictions on transfer
herein set forth, this Exercise Notice shall be binding upon Participant and his or her heirs,
executors, administrators, successors and assigns.



     9. Interpretation. Any dispute regarding the interpretation of this Exercise Notice
shall be submitted by Participant or by the Company forthwith to the Board which shall review such
dispute at its next regular meeting. The resolution of such a dispute by the Board shall be final
and binding on all parties.



     10. Governing Law; Severability. This Exercise Notice is governed by the internal
substantive laws but not the choice of law rules, of Texas. In the event that any provision hereof
becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void,
this Exercise Notice shall continue in full force and effect.



     11. Entire Agreement. The Option Agreement is incorporated herein by reference. This
Exercise Notice, the Option Agreement and the Investment Representation Statement constitute the
entire agreement of the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Participant with respect to the
subject matter hereof, and may not be modified adversely to the Participant’s interest except by
means of a writing signed by the Company and Participant.



	 	 	 
	Submitted by:

	 	Accepted by:
	 
	 	 
	PARTICIPANT

	 	REALPAGE, INC.
	 
	 	 
	 

	 	 
	Signature

	 	By
	 
	 	 
	 

	 	 
	Print Name

	 	Print Name
	 
	 	 
	 

	 	 
	 

	 	Title
	 
	 	 
	 

	 	 
	Address:

	 	Address:
	 
	 	 
	 
	 	 
	 	 	 
	 
	 	 
	 
	 	 
	 	 	 
	 
	 	 
	 
	 	 
	 

	 	Date Received






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EXHIBIT B




INVESTMENT REPRESENTATION STATEMENT



	 	 	 	 	 
	PARTICIPANT

	 	:
	 	PETER GYENES
	 
	COMPANY

	 	:
	 	REALPAGE, INC.
	 
	SECURITY

	 	:
	 	COMMON STOCK
	 
	AMOUNT

	 	:	 	 
	 
	DATE

	 	:	 	 






     In connection with the purchase of the above-listed Securities, the undersigned Participant
represents to the Company the following:



     1. Participant is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and knowledgeable decision
to acquire the Securities. Participant is acquiring these Securities for investment for
Participant’s own account only and not with a view to, or for resale in connection with, any
“distribution” thereof within the meaning of the Securities Act of 1933, as amended (the
“Securities Act”).



     2. Participant acknowledges and understands that the Securities constitute “restricted
securities” under the Securities Act and have not been registered under the Securities Act in
reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the
bona fide nature of Participant’s investment intent as expressed herein. In this connection,
Participant understands that, in the view of the Securities and Exchange Commission, the statutory
basis for such exemption may be unavailable if Participant’s representation was predicated solely
upon a present intention to hold these Securities for the minimum capital gains period specified
under tax statutes, for a deferred sale, for or until an increase or decrease in the market price
of the Securities, or for a period of one (1) year or any other fixed period in the future.
Participant further understands that the Securities must be held indefinitely unless they are
subsequently registered under the Securities Act or an exemption from such registration is
available. Participant further acknowledges and understands that the Company is under no
obligation to register the Securities. Participant understands that the certificate evidencing the
Securities shall be imprinted with any legend required under applicable state securities laws.



     3. Participant is familiar with the provisions of Rule 701 and Rule 144, each promulgated
under the Securities Act, which, in substance, permit limited public resale of “restricted
securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering
subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies
under Rule 701 at the time of the grant of the Option to Participant, the exercise shall be exempt
from registration under the Securities Act. In the event the Company becomes subject to the
reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90)
days thereafter (or such



 









 




longer period as any market stand-off agreement may require) the
Securities exempt under Rule 701 may be resold, subject to the satisfaction of the applicable
conditions specified by Rule 144, including in the case of affiliates (1) the availability of
certain public information about the Company, (2) the amount of Securities being sold during any
three (3) month period not exceeding specified limitations, (3) the resale being made in an
unsolicited “broker’s transaction”, transactions directly with a “market maker” or “riskless
principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and
(4) the timely filing of a Form 144, if applicable.




          In the event that the Company does not qualify under Rule 701 at the time of grant of the
Option, then the Securities may be resold in certain limited circumstances subject to the
provisions of Rule 144, which may require (i) the availability of current public information about
the Company; (ii) the resale to occur more than a specified period after the purchase and full
payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of
Securities by an affiliate, the satisfaction of the conditions set forth in sections (2), (3) and
(4) of the paragraph immediately above.




     4. Participant further understands that in the event all of the applicable requirements of
Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with
Regulation A, or some other registration exemption shall be required; and that, notwithstanding the
fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement securities other than in
a registered offering and otherwise than pursuant to Rules 144 or 701 shall have a substantial
burden of proof in establishing that an exemption from registration is available for such offers or
sales, and that such persons and their respective brokers who participate in such transactions do
so at their own risk. Participant understands that no assurances can be given that any such other
registration exemption shall be available in such event.



	 	 	 
	 

	 	PARTICIPANT
	 
	 	 
	 
	 	 
	 

	 	Signature
	 
	 	 
	 
	 	 
	 

	 	Print Name
	 
	 	 
	 
	 	 
	 

	 	Date







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