exv10w13






Exhibit 10.13




Highly Confidential

Version 11




AMENDMENT TO

EMPLOYMENT AGREEMENT



THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Agreement”), is effective this 1st day of
January, 2010 (the “Effective Date”) by and between Timothy J. Barker, an individual
resident of the State of Texas (the “Executive”) with a residence at [***], and RealPage,
Inc., a Delaware corporation (the “Employer”), having its chief offices at 4000
International Parkway, Carrollton, Texas 75007.




     WHEREAS, Executive and Employer entered into that certain Employment Agreement dated October
31, 2005; and



     WHEREAS, Executive and Employer now wish to amend the Employment Agreement as of the Effective
Date.



     NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth below,
the parties hereby agree as follows:




	1.	 	Amend the first sentence of Section 4(a), Office; Reporting; Duties, to read as follows:
	 
	 	 	“During the Employment Period, Executive shall serve as Executive Vice President and Chief
Financial Officer and shall report directly to Employer’s Chief Executive Officer
(“Supervisor”).”
	 
	2.	 	Amend Section 6(a), Base Salary, in its entirety to read as follows:
	 
	 	 	“As compensation for the performance by Executive of his obligations hereunder, during the
Employment Period, Employer shall pay Executive a base salary at a rate not less than Three
Hundred Fifty Thousand Dollars (“$350,000) per year effective January 1, 2010 (the base
salary, at the rate in effect from time to time, is hereinafter referred to as the “Base
Salary”). Base Salary shall be paid in approximately equal installments in accordance
with Employer’s customary payroll practices and legal requirements regarding withholding and
deductions. During the Employment Period, the Base Salary shall be reviewed no less
frequently than annually (commencing the first pay period in 2011) to determine whether or
not the same should be adjusted in light of the duties, responsibilities and performance of
Executive and other relevant factors.”
	 
	3.	 	Amend Section 6(d), Grant of Options to Purchase Common Stock, by adding the
following paragraph:
	 
	 	 	“The Supervisor also shall recommend to the Compensation Committee of Employer’s Board of
Directors that it grant to Executive, an option (the “Option”) to purchase Three
Hundred Fifty Thousand (350,000) shares of common stock of Employer (“Common Stock”)
with a grant date as of the Committee’s action and an exercise price of $3.75 per share.
The Option shall be subject to the RealPage, Inc., 1998 Stock Incentive Plan (the
“Plan”) and the Non-Qualified Stock Option Agreement issued pursuant to the Plan, a
copy of which Non-Qualified Stock Option Agreement is attached as Exhibit A hereto.”





 









 






	4.	 	Amend Section 7(c), Cause, in its entirety to read as follows:
	 
	 	 	“Employer may terminate Executive’s employment hereunder for Cause. In the event of a
termination under this Section 7(c), the Date of Termination shall be the date set forth in
the Notice of Termination. For purposes of this Agreement, “Cause” means the occurrence of
any of the following events: (i) Executive’s conviction of a felony; (ii) Executive’s making
a materially false statement to Employer’s auditors or legal counsel; (iii) Executive’s
falsification of any corporate document or form; (iv) any material breach by Executive of
Executive’s material obligations to Employer or of any published policy of Employer, which
breach is not cured within ten (10) days after receipt of written notice of breach; (v) any
material breach by Executive of the provisions of this Agreement, which breach is not cured
within ten (10) days after receipt of written notice of breach; (vi) Executive’s making a
material misrepresentation of fact or omission to disclose material facts in relation to
transactions occurring in the business and financial matters of Employer; (vii) Executive’s
continued performance of Executive’s duties in an incompetent, unprofessional, unsuccessful,
insubordinate or negligent manner subsequent to written notice thereof by Employer which
notice specifies with reasonable clarity the failure to perform alleged to give rise to
Cause, and upon Executive’s receipt of such notice, Executive’s failure to cure any
nonconforming performance (in no case, however, shall Employer be required to give more than
one notice as to a particular type of failure).”
	 
	5.	 	Amend Section 9(a), Death; Disability; Termination By Employer without Cause or By
Executive for Good Reason, in its entirety to read as follows:
	 
	 	 	"If Executive’s employment is terminated by reason of his death or Disability or by Employer
without Cause or by Executive for Good Reason, Employer shall pay to Executive (or his legal
representatives or estate or as may be directed by the legal representatives of his estate,
as the case may be) (i) either (x) six (6) equal monthly installments of an amount per
installment equal to one-twelfth of Executive’s Base Salary (determined as of the Date of
Termination) or (y) where Employer has been party to a Business Combination Transaction, and
such termination occurs within twelve (12) months following consummation of the Business
Combination Transaction, twelve (12) equal monthly installments of an amount per installment
equal to one-twelfth of Executive’s Base Salary (determined as of the Date of Termination)
and (ii) a lump sum cash payment, within five days following such Date of Termination, of an
amount equal to any earned but unpaid Base Salary or bonus due to Executive in respect of
periods through the Date of Termination plus accrued vacation in accordance with Employer’s
vacation policy — subject to all required deductions and withholdings (the “Accrued
Amounts”). The amounts set forth in Sections 9(a)(i) and 9(a)(ii) shall be payable if
and only if the Executive shall have executed on or before the 30th day following
the Date of Termination a full Release and Covenant not to sue the Employer and its
employees, officers, directors and stockholders.”
	 
	 	 	For purposes of this Agreement, a “Business Combination Transaction” shall be deemed to mean
a transaction that results in:






	 	A.	 	a merger or consolidation of the Employer with or into another entity in which
the Employer shall not be the surviving entity,
	 
	 	B.	 	a dissolution of the Employer,
	 
	 	C.	 	a transfer of all or substantially all of the assets of the Employer in one
transaction or a series of related transactions to one or more other persons or
entities, or




2









 












	 	D.	 	any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of
the 1934 Act), other than Seren Capital L.P. and Stephen T. Winn or any Affiliate of
Stephen T. Winn, or a trustee or other fiduciary holding securities under an employee
benefit plan of the Employer, becoming the “beneficial owner” (as defined in Rule 13d-3
of the 1934 Act), directly or indirectly, of securities of the Corporation representing
40% or more of the combined voting power of the Corporation’s then outstanding
securities.”






	6.	 	Except as set forth herein, the Employment Agreement is hereby ratified and confirmed.





     IN WITNESS WHEREOF, the parties, intending to be legally bound, have executed this Amendment
to Employment Agreement on the Signature Date.



	 	 	 	 	 
	 	REALPAGE, INC.

 	 
	 	/s/ Stephen T. Winn
 	 
	 	By: Stephen T. Winn 	 
	 	Its: President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	Effective Date: 1/1/10	 
	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	/s/ Timothy J. Barker	 
	 	Timothy J. Barker, an individual 	 
	 	 	 
	 




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REALPAGE, INC,




AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN




NOTICE OF STOCK OPTION GRANT




     Unless otherwise defined herein, the terms defined in the Amended and Restated 1998 Stock
Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Grant of Stock
Option (the “Notice of Grant”) and Terms and Conditions of Stock Option Grant, attached hereto as
Exhibit A (together, the “Option Agreement”).



	 	 	 

	Name:

	 	 
	 
	 	 
	Address:
	 	 






     The undersigned (the “Participant”) has been granted an Option to purchase Common Stock of the
Corporation, subject to the terms and conditions of the Plan and this Option Agreement, as follows:



	 	 	 

	Date of Grant:

	 	 
	 

	 	 
	 
	 	 
	Vesting Commencement Date:

	 	 
	 

	 	 
	 
	 	 
	Exercise Price per Share:

	 	$
	 

	 	 
	 
	 	 
	Total Number of Shares Granted:

	 	 
	 

	 	 
	 
	 	 
	Total Exercise Price:

	 	$
	 

	 	 
	 
	 	 
	Type of Option:

	 	          Incentive Stock Option
	 
	 	 
	 

	 	          Non-Qualified Stock Option
	 
	 	 
	Term/Expiration Date:

	 	 
	 

	 	 





     Vesting Schedule:



     Subject to any accelerated vesting provisions in the Plan, 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 ___, subject to Participant continuing to be an Employee
or Consultant of the Corporation, a Parent Corporation or a Subsidiary (a “Service Provider”)
through each such vesting date.



 









 





     The foregoing notwithstanding, and notwithstanding any contrary provision in the Plan, in the
event a Business Combination Transaction occurs, as defined in Section 20.02 of the Plan, then
fifty (50%) of all non-vested portions of the Option shall vest upon consummation of the applicable
Business Combination Transaction. In the event Participant ceases to be a Service Provider other
than for Cause (as defined in that certain Amendment to Employment Agreement between Corporation
effective February ___, 2010) within one year of the consummation of the Business Combination
Transaction, then one hundred (100%) percent of all non-vested portions of the Option shall vest
upon the date Participant ceases to be a Service Provider.



     Termination Period:



     Notwithstanding any contrary provision in the Plan, this Option exercisable for twelve (12)
months after Participant ceases to be a Service Provider. 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 20.03 of the Plan.



     If the Optionee’s employment with the Corporation terminates, the unvested portion of this
Option will immediately terminate except as otherwise provided by Article XVI of the Plan.



     Notwithstanding the foregoing, Participant acknowledges and agrees that, (i) if Optionee’s
employment terminates for Cause, or (ii) if Participant’s employment terminates by reason of a
Voluntary Termination, and Participant engages in any Acts Harmful to the Interest of the
Corporation within one (1) year after the Voluntary Termination, or (iii) if Participant engages in
any Acts Harmful to the Interest of the Corporation within one (1) year after the Voluntary
Termination, then the Participant will immediately forfeit any right to exercise this Option,
whether it is vested or unvested.



     Participant acknowledges receipt of a copy of the Plan and represents that he or she is
familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of
the terms and provisions thereof. Participant has reviewed the Plan and this Option in their
entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and
fully understands all provisions of the Option. Participant hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Committee upon any questions arising
under the Plan or this Option. Participant further agrees to notify the Corporation upon any
change in the residence address indicated below.



	 	 	 	 	 

	PARTICIPANT

	 	 
	 	REALPAGE, INC.
	 
	 	 	 	 
	 	 	 	 	 
	Signature

	 	 	 	By
	 
	 	 	 	 
	 	 	 	 	 
	Print Name

	 	 	 	Print Name
	 
	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Title
	 
	 	 	 	 
	 	 	 	 	 
	Residence Address
	 	 	 	 






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EXHIBIT A




TERMS AND CONDITIONS OF STOCK OPTION GRANT




     1. Grant of Option. The Committee hereby grants to the Participant named in the
Notice of Stock Option Grant (“Participant”), an option (the “Option”) to purchase the number of
shares of Common Stock set forth in the Notice of Stock Option Grant (the “Shares”), at the
exercise price per Share set forth in the Notice of Stock Option Grant (the “Exercise Price”), and
subject to the terms and conditions of the Plan, which is incorporated herein by reference.
Subject to Section 21.02 of the Plan, in the event of a conflict between the terms and conditions
of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.


          If designated in the Notice of Stock Option Grant as an Incentive Stock Option (“ISO”), this
Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code.
Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option
shall be treated as a Non-Qualified Stock Option (“NSO”). Further, if for any reason this Option
(or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification,
such Option (or portion thereof) shall be regarded as a NSO granted under the Plan. In no event
shall the Committee, the Corporation or any Parent Corporation or Subsidiary or any of their
respective employees or directors have any liability to Participant (or any other person) due to
the failure of the Option to qualify for any reason as an ISO.



     2. 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 Stock Option Grant and with the applicable
provisions of the Plan and this Option Agreement.


          (b) Method of Exercise. This Option shall be exercisable by delivery of an exercise
notice in the form attached as Exhibit B (the “Exercise Notice”) or in a manner and
pursuant to such procedures as the Committee may determine, which shall state the election to
exercise the Option, the number of Shares with respect to which the Option is being exercised in
accordance with Section 11.04 of the Plan which specifies that the Option shall not be exercised at
any time as to less than one hundred (100) Shares (or less than the number of Shares as to which
the Option is then exercisable, if that number is less than one hundred (100) Shares), and such
other representations and agreements as may be required by the Corporation. 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 Corporation of such fully executed Exercise Notice accompanied by the aggregate
Exercise Price, together with any applicable tax withholding.


          No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such
exercise comply with applicable laws. Assuming such compliance, for income tax purposes the Shares
shall be considered transferred to Participant on the date on which the Option is exercised with
respect to such Shares.



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     3. Participant’s Representations. In the event the Shares have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”), at the time this Option is
exercised, Participant shall, if required by the Corporation, concurrently with the exercise of all
or any portion of this Option, deliver to the Corporation his or her Investment Representation
Statement in the form attached hereto as Exhibit C.



     4. 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 Corporation 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
Corporation 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
Corporation not to exceed one hundred and eighty (180) days following the effective date of any
registration statement of the Corporation filed under the Securities Act (or such other period as
may be requested by the Corporation or the 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 Corporation or the underwriter which are consistent with the foregoing or which are
necessary to give further effect thereto. In addition, if requested by the Corporation or the
representative of the underwriters of Common Stock (or other securities) of the Corporation,
Participant shall provide, within ten (10) days of such request, such information as may be
required by the Corporation or such representative in connection with the completion of any public
offering of the Corporation’s securities pursuant to a registration statement filed under the
Securities Act. The obligations described in this Section 0 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 Corporation 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 4.


          (a) Method of Payment. Payment of the aggregate Exercise Price shall be in a manner
in accordance with Section 11.05 of the Plan.



     5. Restrictions on Exercise. This Option may not be exercised until such time as the
Plan has been approved by the stockholders of the Corporation, or if the issuance of such Shares
upon such exercise or the method of payment of consideration for such shares would constitute a
violation of any Applicable Law.



     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



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lifetime of Participant only by Participant. The terms of the Plan and this Option Agreement
shall be binding upon the executors, administrators, heirs, successors and assigns of Participant.



     7. Term of Option. This Option may be exercised only within the term set out in the
Notice of Stock Option Grant, and may be exercised during such term only in accordance with the
Plan and the terms of this Option.



     8. Tax Obligations.


          (a) Tax Withholding. Participant agrees to make appropriate arrangements with the
Corporation (or the Parent Corporation 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
Corporation may refuse to honor the exercise and refuse to deliver the Shares if such withholding
amounts are not delivered at the time of exercise.


          (b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to
Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares
acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of
Grant, or (ii) the date one (1) year after the date of exercise, Participant shall immediately
notify the Corporation in writing of such disposition. Participant agrees that Participant may be
subject to income tax withholding by the Corporation on the compensation income recognized by
Participant.


          (c) 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 Per 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 Corporation 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 Per 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 Per Share on the date of grant, Participant shall be solely
responsible for Participant’s costs related to such a determination.



     9. Entire Agreement; Governing Law. The Plan is incorporated herein by reference.
The Plan and this Option Agreement 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 Corporation 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 Corporation and
Participant. This Agreement is governed by the internal substantive laws but not the choice of law
rules of the State of Texas.



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     10. 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 CORPORATION (OR THE PARENT CORPORATION 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 CORPORATION (OR THE PARENT CORPORATION 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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EXHIBIT B




AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN




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 “Corporation”)
under and pursuant to the Amended and Restated 1998 Stock Incentive Plan (the “Plan”) and the Stock
Option Agreement dated ___, ___(the “Option Agreement”).



     2. Delivery of Payment. Participant herewith delivers to the Corporation 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 Plan and the Option Agreement and agrees to abide by and be bound
by their terms and conditions.



     4. Rights as Stockholder. Until the issuance of the Shares (as evidenced by the
appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the
Corporation), no right to vote or receive dividends or any other rights as a stockholder shall
exist with respect to the Common Stock subject to the Option, notwithstanding the exercise of the
Option. The Shares 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
Article XIX of the Plan.



     5. Corporation’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 Corporation 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 0 (the “Right of First Refusal”).


          (a) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the
Corporation 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 Corporation or its assignee(s).


          (b) Exercise of Right of First Refusal. At any time within thirty (30) days after
receipt of the Notice, the Corporation 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 0 below.


          (c) Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by
the Corporation 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 Corporation in good faith.


          (d) Payment. Payment of the Purchase Price shall be made, at the option of the
Corporation or its assignee(s), in cash (by check), by cancellation of all or a portion of any
outstanding indebtedness of the Holder to the Corporation (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 Corporation 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 Corporation, and the Corporation 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 the Participant’s
lifetime or on the Participant’s death by will or intestacy to the Participant’s immediate family
or a trust for the benefit of the 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 Corporation to the
general public, or (ii) a transaction described in Section 20.02 of the Plan 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 Corporation for any tax advice.



     7. Restrictive Legends and Stop-Transfer Orders.


          (a) Legends. Participant understands and agrees that the Corporation 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 Corporation 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 CORPORATION’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 CORPORATION OR THE MANAGING UNDERWRITER.


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


          (c) Refusal to Transfer. The Corporation 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 this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to



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vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been
so transferred.



     8. Successors and Assigns. The Corporation 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 Corporation. 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 Corporation forthwith to the Committee, which shall
review such dispute at its next regular meeting. The resolution of such a dispute by the Committee
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 the State 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 Plan and Option Agreement are incorporated herein by
reference. This Exercise Notice, the Plan, 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 Corporation 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 Corporation 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 C




INVESTMENT REPRESENTATION STATEMENT




	 	 	 	 	 

	PARTICIPANT

	 	:	 	 
	 
	 	 	 	 
	CORPORATION

	 	:
	 	REALPAGE, INC.
	 
	 	 	 	 
	SECURITY

	 	:
	 	COMMON STOCK
	 
	 	 	 	 
	AMOUNT

	 	:	 	 
	 
	 	 	 	 
	DATE

	 	:	 	 






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



     (a) Participant is aware of the Corporation’s business affairs and financial condition and has
acquired sufficient information about the Corporation 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”).



     (b) 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 Corporation 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.



     (c) 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 Corporation 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
Corporation, (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 Corporation 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 Corporation; (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.



     (d) 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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