exv4w5






Exhibit 4.5




REALPAGE, INC.

4000 International Parkway

Carrollton, Texas 75007-1913




December 14, 2005




Camden Partners Strategic Fund III, L.P.

One South Street

Suite 2150

Baltimore, Maryland 21202





	 	Re:	 	 Management Rights




Ladies and Gentlemen:




     This letter will confirm our agreement that effective upon your purchase of shares of Series B
Convertible Preferred Stock, par value $0.001 per share, of RealPage, Inc., a Delaware corporation
(the “Company”), you will be entitled to the following contractual management rights, in addition
to rights to certain non-public financial information, inspection rights and other rights that you
may be entitled to pursuant to the Stock Purchase Agreement, dated as of December 14, 2005, by and
among the Company and the investors party thereto and that certain Amended and Restated
Shareholders Agreement, dated as of December 14, 2005, by and among the Company and the investors
party thereto:



     (1) If and for so long as you do not have a representative on the Company’s Board of
Directors, you shall be permitted to consult with and advise management of the Company on
significant business issues, including management’s proposed annual operating plans, and management
will make itself available to meet with you at the Company’s facilities at mutually agreeable times
for such consultation and advice and to review progress in achieving said plans.



     (2) You may examine the books and records of the Company and inspect its facilities and may
request information at reasonable times and intervals concerning the general status of the
Company’s financial condition and operations, provided that access to highly confidential
proprietary information and facilities need not be provided.



     (3) If and for so long as you do not have a representative on the Company’s Board of
Directors, the Company shall invite you to send your representative to attend in a nonvoting
observer capacity all meetings of its Board of Directors and, in this respect, shall give your
representative copies of all notices, minutes, consents and other material that it provides to its
directors; provided, however, that the Company reserves the right to exclude your representative
from access to any material or meeting or portion thereof if the Company believes that such
exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly
confidential proprietary information or for other similar reasons. Such representative shall be
subject to the Company’s approval, which approval shall not be unreasonably withheld. Your
representative shall be entitled to participate in discussions of matters brought before the Board.



 









 





     You agree, and you shall cause your representative to agree, to hold in confidence and trust,
and not use or disclose (except to your financial, legal or other advisors, provided such advisors
agree to hold such confidential information in confidence), any confidential information of the
Company provided to or learned by you or your representative in connection with the exercise of
your rights under this letter.



     The rights described herein shall terminate and be of no further force or effect upon (i) such
time as you hold Company capital stock representing, in the
aggregate, less than 10%, on an as
converted basis, of your original investment as purchased on the date hereof, (ii) the date upon
which the Company becomes subject to the reporting requirements of the Securities Exchange Act of
1934, as amended, (iii) the merger or consolidation of the Company into or with another corporation
or other similar transaction or series of related transactions in which the Company’s stockholders
of record (or their affiliates) as constituted immediately prior to such transaction or series of
related transactions will not, immediately after such transaction or series of related
transactions, beneficially own (as determined pursuant to Rule 13d-3 of the Securities Exchange Act
of 1934, as amended) at least a majority of the voting power of the surviving or acquiring entity,
or (iv) the sale of all or substantially all the assets of the Company. The confidentiality
obligations referenced herein will survive any such termination.



	 	 	 	 	 
	 	Very truly yours,



REALPAGE, INC.

 	 
	 	By:  	                                                          /s/ Stephen T. Winn
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Accepted and agreed to

as of the date first above written



CAMDEN PARTNERS STRATEGIC FUND III, L.P.

 	 
	 	By:  	Camden Partners Strategic III, LLC,
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Richard M. Berkeley
 	 
	 	 	Name:  	Richard M. Berkeley 	 
	 	 	Title:  	Managing Partner