exv4w3






Exhibit 4.3




Execution Copy




SECOND AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT




Dated as of February 22, 2008



by and among



RealPage, Inc. and



the Other Signatories Hereto







 









 








SECOND AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT




     THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of February 22, 2008
(this “Agreement”), by and among (1) RealPage, Inc., a Delaware corporation (the
“Company”), (ii) the Persons (as defined herein) listed on Schedule I annexed hereto under
the heading “Series A Shareholders,” (iii) the Persons listed on Schedule I annexed hereto
under the heading “Series A1 Shareholders,” (iv) the Persons listed on Schedule I annexed
hereto under the heading “Series B Shareholders,” (v) the Persons listed on Schedule I
annexed hereto under the heading “Series C Shareholders,” (vi) the Persons listed on
Schedule I annexed hereto under the heading “Warrantholders,” and (vii) such other Persons
who have executed or may from time to time execute a counterpart copy of this Agreement and whose
names will be added to Schedule I annexed hereto. The Persons described in (ii) through
(vii) are sometimes hereinafter referred to as the “Investors” collectively and an
“Investor” individually.



WITNESSETH:




     WHEREAS, as of December 14, 2005, the Company, the Series A Shareholders, the Series A1
Shareholders, the Series B Shareholders and the Warrantholders entered into that certain Amended
and Restated Registration Rights Agreement (the “Prior Agreement”);



     WHEREAS, the Company concurrently herewith is issuing to the Series C Shareholders an
aggregate of 3,025,000 shares of the Company’s Series C Convertible Preferred Stock, par value
$0.001 per share (the “Series C Stock”); and



     WHEREAS, the Company and the Investors desire to amend and restate the Prior Agreement as set
forth herein to provide a further inducement to the Series C Shareholders to purchase the Series C
Stock;



     NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and
agreements contained herein and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, intending to be legally bound, the parties hereto agree as
follows:



ARTICLE 1.




DEFINITIONS



     SECTION 1.1. Definitions. All terms shall have the meaning set forth below.



     “Commission” means the United States Securities and Exchange Commission or any other
federal agency at the time administering the Securities. Act.



     “Common Stock” means the common stock, $0.001 par value per share, of the Company.



 









 





     “Company” has the meaning set forth in the preamble of this Agreement.



     “Controlling Persons” has the meaning set forth in Section 4.1 hereof.



     “Damages” has the meaning set forth in Section 4.1 hereof.



     “Demand Registration” has the meaning set forth in Section 2.1(a)(i) hereof.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar
federal statute, and the rules and regulations of the Commission thereunder, all as the same shall
be in effect at the time.



     “Holder” means any person who now holds or shall hereafter acquire and hold
Registrable Securities.



     “Indemnified Party” has the meaning set forth in Section 4.3 hereof.



     “Indemnifying Party” has the meaning set forth in Section 4.3 hereof.



     “Investors” has the meaning set forth in the preamble of this Agreement.



     “Notices” has the meaning set forth in Section 7.6 hereof.



     “Person” means any natural person, corporation, general partnership, limited
partnership, proprietorship, other business organization, trust, union or association.



     “Piggy-Back Registration” has the meaning set forth in Section 2.2(a) hereof.



     “Preferred Stock” shall mean collectively, the Series A Stock, the Series A1 Stock,
the Series B Stock and the Series C Stock.



     “Prior Agreement” has the meaning set forth in the recitals of this Agreement.



     “Registrable Securities” means the Warrant Shares and the shares of Common Stock into
which the Preferred Stock (now owned or hereafter acquired) are converted or convertible and any
additional shares of Common Stock now owned or hereafter acquired by a Holder of Preferred Stock or
a Holder of the Warrants, whether by way of a dividend, stock split or other distribution in
respect of the Preferred Stock or otherwise. As to any particular Registrable Securities, once
issued such securities shall cease to be Registrable Securities when (i) a Registration Statement
with respect to the sale of such Warrant Shares or such shares of Common Stock has been declared
effective by the Commission and such Warrant Shares or such shares of Common Stock have been
disposed of pursuant to such effective Registration Statement, (ii) such Warrant Shares or such
shares of Common Stock shall have been sold or could be sold under circumstances in which all of
the applicable conditions of Rule 144 (or any similar provisions then in force) under the
Securities Act are met, (iii) such Warrant Shares or such shares of Common Stock have been
otherwise transferred and the Company has delivered a new certificate or other evidence of
ownership for such Warrant



 









 




Shares or such Common Stock not bearing a restrictive legend and not subject to any stop order
and such Warrant Shares or such Common Stock may be publicly resold by the person receiving such
certificate without complying with the registration requirements of the Securities Act, or (iv)
such Warrant Shares or such shares of Common Stock shall have ceased to be outstanding.




     “Registration
Expenses” has the meaning set forth in Section 3.2 hereof.



     “Registration Statement” means any registration statement of the Company which covers
any of the Registrable Securities pursuant to the provisions of this Agreement, including the
prospectus, amendments and supplements to such registration statement, including post-effective
amendments, all exhibits and all material incorporated by reference in such registration statement.



     “Securities Act” means the Securities Act of 1933, as amended, or any similar federal
statute, and the rules and regulations of the Commission thereunder, all as the same shall be in
effect at the time.



     “Selling Holder” means an Investor who is selling Registrable Securities pursuant to a
registration statement under the Securities Act.



     “Series A Shareholders” has the meaning set forth in the preamble of this Agreement.



     “Series A Stock” means the Series A Convertible Preferred Stock, par value $0.001 per
share, of the Company.



     “Series A1 Shareholders” has the meaning set forth in the preamble of this Agreement.



     “Series A1 Stock” means the Series A1 Convertible Preferred Stock, par value $0.001
per share, of the Company.



     “Series B Shareholders” has the meaning set forth in the preamble of this Agreement.



     “Series B Stock” means the Series B Convertible Preferred Stock, par value $0.001 per
share, of the Company.



     “Series C Shareholders” has the meaning set forth in the preamble of this Agreement.



     “Series C Stock” has the meaning set forth in the recitals of this Agreement.



     “Short-Form Demand Registration” has the meaning set forth in Section 2.1(a)(ii)
hereof.



     “Underwriter” means a securities dealer who purchases any Registrable Securities as
principal in an underwritten offering and not as part of such dealer’s market-making activities.



     “Warrant Shares” means the shares of Common Stock issued or issuable upon exercise of
the Warrants in accordance with the terms of the Warrants.



 









 





     “Warrantholders” has the meaning set forth in the preamble of this Agreement.



     “Warrants” means the warrants exercisable to purchase shares of Common Stock, issued
in connection with that certain Agreement and Plan of Merger and Recapitalization, by and between
the Company and RealPage, Inc., a Texas corporation.



ARTICLE 2.

REGISTRATION RIGHTS




     SECTION 2.1. Demand Registration.



          (a) Request for Registration by Holders of Registrable Securities.




               (i) At any time and from time to time (i) after the closing of an underwritten primary
public
offering of Common Stock of the Company pursuant to an effective registration statement under the
Securities Act or (ii) after December 31, 2009 the holders of a majority of the then outstanding
shares of the Series A Stock and the holders of a majority of the then outstanding shares of the
Series A1 Stock may each make written requests on the Company for the registration of the offer and
sale of all or part of the Registrable Securities under the Securities Act (a “Demand
Registration”) if the Registrable Securities to be registered have an aggregate market value
(based upon the offering price to the public) equal to at least $10,000,000. Subject to the
restrictions contained herein, the Company shall be obligated to file the number of registration
statements set forth in Section 2.1(f), which are deemed effective pursuant to Section 2.1(c)
hereof under the Securities Act with respect to a Demand Registration.



               (ii) Notwithstanding anything to the contrary contained in Section 2.1(a)(i), if the
Registrable Securities may be registered on Form S-3 (or any successor form with similar
“short-form” disclosure requirements, all of the Holders shall have unlimited rights to request
registration of their shares on Form S-3 (or any successor form with similar “short form”
disclosure requirements) (a “Short-Form Demand Registration”); provided however,
the Company shall not be required to file more than two (2) such Form S-3 (or such successor form)
registration statements in any twelve (12) month period; and, provided further, that the
Company shall have no obligation to effect any Short-Form Demand Registration unless the
Registrable Securities to be registered have an aggregate market value (based upon the offering
price to the public) equal to at least $2,500,000.



               (iii) Any registration request under this Section 2.1(a) will specify the number of shares
of
Registrable Securities proposed to be sold by each Holder, the name of each Holder and will also
specify the intended method of disposition thereof. The Company shall give written notice of such
registration request within ten (10) days after the receipt thereof to all other Holders of
Registrable Securities and shall use its best efforts to effect the registration within ninety (90)
days after the giving of such written notice. Within twenty (20) days after receipt of such notice
by any such Holder, such Holder may request in writing that Registrable Securities held,
beneficially or of record, by such Holder be included in such registration and the Company shall
include in the Registration Statement for such registration the Registrable Securities of all
Holders requested to be



 









 




so included. Each such request by such other Holders shall specify the
number of shares of Registrable Securities proposed to be sold and the intended method of disposition thereof and
shall also state the firm intent of such Holder to offer Registrable Securities for sale.




          (b) Limitations. Except as otherwise provided herein, whenever the Company shall
effect a Demand Registration or Short-Form Demand Registration pursuant to Section 2.1(a), no
securities other than the Registrable Securities requested by any Holder (including pursuant to
Section 2.2) to be included shall be included among the securities covered by such registration
unless all Holders of Registrable Securities to be covered by such registration shall have
consented in writing to the inclusion of securities to be issued by the Company or securities held
by other stockholders of the Company.




          (c) Effective Registration. A registration will not be deemed to have been effected
as a Demand Registration unless it has been declared effective by the Commission and the Company
has complied in all material respects with its obligations under this Agreement with respect
thereto; provided that if, after it has become effective, the offering of shares of Common
Stock pursuant to such registration is or becomes the subject of any stop order, injunction or
other order or requirement of the Commission or any other governmental or administrative agency, or
if any court prevents or otherwise limits the sale of the shares of Common Stock pursuant to the
registration at any time within 180 days after the effective date of the registration statement,
such registration will be deemed not to have been effected. If (i) a registration requested
pursuant to this Section 2.1 is deemed not to have been effected or (ii) the registration requested
pursuant to this Section 2.1 does not remain effective for a period of at least 120 days beyond the
effective date thereof or, with respect to an underwritten offering of Registrable Securities,
until 45 days after the commencement of the distribution by the Holders of the Registrable
Securities included in such registration statement, then the Company shall continue to be obligated
to effect such registration pursuant to this Section 2.1. Any Holder of Registrable Securities
shall be permitted to withdraw all or any part of such Holder’s Registrable Securities from a
Demand Registration or a Short-Form Demand Registration at any time prior to the effective date of
such registration, provided, that in the event of such a withdrawal, such Holder shall be
responsible for all fees and expenses (including fees and expenses of counsel) incurred by such
Holder prior to such withdrawal, and further provided, that, in the event of such a
withdrawal by the holders of a majority of the then outstanding shares of the Series A Stock or the
holders of a majority of the outstanding shares of the Series A1 Stock, as the case may be, such
withdrawal shall nonetheless count as a Demand Registration under Section 2.1(f) unless such
withdrawing Holder(s) agree(s) to be responsible for all reasonable fees and expenses (including
reasonable fees and expenses of counsel) incurred by the Company prior to such withdrawal, and
further provided, that if at the time of such withdrawal, the Selling Holders have
learned of a material adverse change in the condition, business, or prospects of the Company from
that known to the Selling Holders at the time of their request and have withdrawn the request with
reasonable promptness following disclosure of such material adverse change, then the Selling
Holders shall not be required to pay any of such expenses and such withdrawal shall not count as a
Demand Registration under Section 2.1(f).




 









 








          (d) Selection of Underwriter. If the Selling Holders so elect, the offering of such
Registrable Securities pursuant to such Demand Registration or Short-Form Demand Registration
shall be in the form of an underwritten offering. The Selling Holders owning a majority of
the Common Stock to be sold pursuant to such Demand Registration or Short-Form Demand Registration
shall select one or more nationally recognized firms of investment bankers reasonably acceptable to
the Company to act as the lead managing Underwriter or Underwriters in connection with such
offering and shall select any additional investment bankers and managers to be used in connection
with the offering.




          (e) Restrictions.




               (i) Notwithstanding anything contained herein to the contrary, in no event shall the Company
be obligated to effect any registration of any Registrable Securities (a “New
Registration”) under this Agreement if such Registrable Securities are then covered by an
effective registration statement (an “Existing Registration”) unless the Holder thereof
agrees to relinquish the Existing Registration upon the effectiveness of the New Registration.



               (ii) Notwithstanding anything contained herein to the contrary, in no event shall the Company
be obligated to effect any New Registration under this Agreement within six (6) months of the
effective date of an initial public offering of Common Stock of the Company.



               (iii) If at the time of any request for a Demand Registration or Short-Form Demand
Registration, the Company is preparing a Registration Statement for a public offering (other than a
registration covering shares of Common Stock issued pursuant to an employee benefit plan) which in
fact is filed and becomes effective within 90 days after the date the Holders made the request for
a Demand Registration or Short-Form Demand Registration, then the Company may, at its option direct
that such request for registration be delayed for a period not in excess of 120 days from the date
of such request.



               (iv) If at the time of any request for a Demand Registration or Short-Form Demand
Registration, the Company is engaged in any material acquisition or divestiture or other business
transaction with a third party which (i) would be adversely affected by such request to register
Registrable Securities to the material detriment of the Company or (ii) which Demand Registration
or Short-Form Demand Registration would require the Company to make public disclosure of previously
non-public material information, then the Company may direct that such request for registration be
delayed for a reasonable period of time (but not exceeding 90 days within any 12-month period);
provided, that such right to delay a request shall be exercised by the Company not more than once
in any 12 month period.



          (f) Number of Demand Registrations. Subject to this Section 2.1, the holders of a
majority of the outstanding shares of the Series A Stock shall be entitled to initiate two (2)
Demand Registrations (excluding Short-Form Demand Registrations) and the holders of a majority of
the outstanding shares of the Series A1 Stock shall be entitled to initiate one (1) Demand
Registration (excluding Short-Form Demand Registrations).







 









 








     SECTION 2.2. Piggy-Back Registration.



          (a) If at any time the Company proposes to file a registration statement under the Securities
Act with respect to an offering by the Company for its own account or for the account of any of its
respective security holders (other than (i) a Registration Statement on Form S-4 or S-8 (or any
substitute form that may be adopted by the Commission) or (ii) a Demand Registration or Short-Form
Demand Registration pursuant to Section 2.1), then the Company shall give prompt written notice of
such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no
event less than twenty (20) days before the anticipated filing date), and such notice shall offer
such Holders the opportunity to register such number of Registrable Securities as each such Holder
may request (which request shall specify the Registrable Securities intended to be disposed of by
such Holder and the intended method of distribution thereof) (a “Piggy-Back Registration”).
The Company shall use its best efforts to cause the managing Underwriter or Underwriters of a
proposed underwritten offering to permit the Registrable Securities requested to be included in a
Piggy-Back Registration to be included on the same terms and conditions as any similar securities
of the Company or any other security holder included therein and to permit the sale or other
disposition of such Registrable Securities in accordance with the intended method of distribution
thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable
Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to
the Company of its request to withdraw, provided, that in the event of such withdrawal,
such Holder shall be responsible for all fees and expenses (including fees and expenses of counsel)
incurred by such Holder prior to such withdrawal, and provided further, that if at the time
of such withdrawal, such Holders have learned of a material adverse change in the condition,
business, or prospects of the Company from that known to such Holders at the time of their request
and have withdrawn the request with reasonable promptness following disclosure of such material
adverse change, then such Holders shall not be required to pay any of such expenses.




          (b) No registration effected under this Section 2.2, and no failure to effect a registration
under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon
the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this
Section 2.2 and to complete the sale of Registrable Securities in connection therewith (other than
a failure due to the withdrawal by Holders), shall relieve the Company of any other obligation
under this Agreement (including, without limitation, the Company’s obligations under Sections 3.2
and 4.1).




     SECTION 2.3. Reduction of Offering.



          (a) Demand Registration. The Company may include in a Demand Registration or
Short-Form Demand Registration pursuant to Section 2.1 securities of the same class as the
Registrable Securities for the account of the Company and any other Persons who hold securities of
the same class as the Registrable Securities on the same terms and conditions as the Registrable
Securities to be included therein; provided, however, that (i) if the managing
Underwriter or Underwriters of any underwritten offering described in Section 2.1 have informed the
Company in writing that it is their opinion that the total number of Registrable Securities, and
securities of the






 









 







same class as the Registrable Securities which the Holders, the Company and any other Persons
desiring to participate in such registration intend to include in such offering is such as to
materially and adversely affect the success of such offering, then the number of shares to be
offered for the account of the Company and for the account of all such other Persons (other than
the Holders of Registrable Securities) participating in such registration shall be reduced or
limited pro rata in proportion to the respective number of shares requested to be registered to the
extent necessary to reduce the total number of shares requested to be included in such offering to
the number of shares, if any, recommended by such managing Underwriter or Underwriters, (ii) if, in
the event that following a reduction or limitation pursuant to the preceding clause (i) of all the
securities which the Company and such other Persons intended to include in such offering, the
managing Underwriter or Underwriters inform the Company in writing that the total number of
Registrable Securities which the holders thereof intend to include in such offering is such as to
materially and adversely affect the success of such offering, then the number of shares to be
offered for the account of the holders of Registrable Securities participating in such offering
shall be reduced or limited pro rata in proportion to their respective total number of Registrable
Securities owned by such Holders, to the extent necessary to reduce the total number of shares
requested to be included in such offering to the number of shares, if any, recommended by such
managing Underwriter or Underwriters, (iii) if the managing Underwriter or Underwriters of any
underwritten offering described in Section 2.1 have informed the Company or Investors in writing
that it is their opinion that the inclusion of Registrable Securities owned, directly or
indirectly, by Stephen T. Winn would materially and adversely affect the success of such offering,
then the portion of such Registrable Securities deemed to have such effect shall be excluded from
such offering, and (iv) if the offering is not underwritten, no other Person, including the
Company, shall be permitted to offer securities under any such Demand Registration or Short-Form
Demand Registration unless the Holders of a majority of the Registrable Securities participating in
the offering consent to the inclusion of such shares therein.




          (b) Piggy-Back Registration. Notwithstanding anything contained herein, (i) if the
managing Underwriter or Underwriters of any underwritten offering described in Section 2.2 have
informed, in writing, the Holders requesting inclusion in such offering that it is their opinion
that the total number of shares which the Company, Holders and any other Persons holding securities
of the same class as the Registrable Securities desiring to participate in such registration intend
to include in such offering is such as to materially and adversely affect the success of such
offering, then, the number of shares to be offered shall be reduced or limited in the following
order of priority: first, the number of shares to be offered by all holders of securities of the
same class as the Registrable Securities (other than the Company and the Holders) to the extent
necessary to reduce the total number of shares as recommended by such managing Underwriter or
Underwriters; and second, if further reduction or limitation is required, the number of shares to
be offered by the Holders of Registrable Securities shall be reduced or limited on a pro rata basis
in proportion to the relative number of Registrable Securities owned by such Holders of Registrable
Securities participating in the registration and (ii) if the managing Underwriter or Underwriters
of any underwritten offering described in Section 2.2 have informed the Company or Investors in
writing that it is their opinion that the inclusion of Registrable Securities owned, directly or
indirectly, by Stephen T. Winn, would materially and adversely affect the success of such offering,
then the






 









 







portion of such Registrable Securities deemed to have such effect shall be excluded from such
offering.




ARTICLE 3.

REGISTRATION PROCEDURES




     SECTION 3.1. Filings; Information. Whenever the Company is required to effect or
cause the registration of Registrable Securities pursuant to Section 2.1, the Company will use its
best efforts to effect the registration and the sale of such Registrable Securities in accordance
with the intended method of disposition thereof as quickly as practicable, and in connection with
any such request:



          (a) The Company promptly will prepare and file with the Commission a Registration Statement
with respect to the offer and sale of such securities and use its best efforts to cause such
Registration Statement to become and remain effective until the completion of the distribution
contemplated thereby; provided, however, the Company shall not be required to keep
such Registration Statement effective for more than 120 days (or such shorter period which will
terminate when all Registrable Securities covered by such Registration Statement have been sold,
but not prior to the expiration of the applicable period referred to in Section 4(3) of the
Securities Act and Rule 174 thereunder, if applicable).




          (b) The Company will promptly prepare and file with the Commission such amendments and
post-effective amendments to the Registration Statement as may be necessary to keep such
Registration Statement effective for as long as such registration is required to remain effective
pursuant to the terms hereof; cause the prospectus to be supplemented by any required prospectus
supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and
comply with the provisions of the Securities Act applicable to it with respect to the disposition
of all Registrable Securities covered by such Registration Statement during the applicable period
in accordance with the intended methods of disposition by the Selling Holders set forth in such
Registration Statement or supplement to the prospectus.




          (c) The Company, at least ten (10) days prior to filing a Registration Statement or at least
five (5) days prior to filing a prospectus or any amendment or supplement to such Registration
Statement or prospectus, will furnish to (i) each Selling Holder, (ii) not more than one counsel
representing all Selling Holders, to be selected by a majority-in-interest of such Selling Holders,
and (iii) each Underwriter, if any, of the Registrable Securities covered by such Registration
Statement copies of such Registration Statement as proposed to be filed, together with exhibits
thereto, which documents will be subject to review and comment (and approval, in the case of the
“selling stockholder” portion thereof, which approval may not be unreasonably withheld) by each of
the foregoing within five (5) days after delivery (except that such review and approval of any
prospectus or any amendment or supplement to such Registration Statement or prospectus must be
within three (3) days after delivery), and thereafter, furnish to such Selling Holders, counsel and
Underwriters, if any, for their review and comment such number of copies of such Registration
Statement, each amendment and supplement thereto (in each case including all exhibits thereto and
documents incorporated by reference therein), the prospectus included in such Registration






 









 







Statement (including each preliminary prospectus) and such other documents or information as
such Selling Holders, counsel or Underwriters may reasonably request in order to facilitate the
disposition of the Registrable Securities; provided, however, that notwithstanding
the foregoing, if the Company intends to file any prospectus, prospectus supplement or prospectus
sticker which does not make any material changes in the documents already filed (including, without
limitation, any prospectus under Rule 430A or 424(b)), then the counsel for the Selling Holders
will be afforded such opportunity to review such documents prior to filing consistent with the time
constraints involved in filing such document, but in any event no less than one (1) day.




          (d) The Company will promptly notify each Selling Holder of (and in any event within
twenty-four (24) hours of the receipt of) any stop order issued or threatened by the Commission and
take all reasonable actions required to prevent the entry of such stop order or to remove it at the
earliest possible moment if entered.




          (e) On or prior to the date on which the Registration Statement is declared effective by the
Commission, the Company will use all reasonable efforts to (i) register or qualify the Registrable
Securities under such other securities or blue sky laws of such jurisdictions in the United States
as any Selling Holder reasonably (in light of such Selling Holder’s intended plan of distribution)
requests, and (ii) file documents required to register such Registrable Securities with or approved
by such other governmental agencies or authorities in the United States as may be necessary by
virtue of the business and operations of the Company and do any and all other acts and things that
may be reasonably necessary or advisable to enable such Selling Holder to consummate the
disposition of the Registrable Securities owned by such Selling Holder; provided that the Company
will not be required to (A) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this paragraph (e), (B) subject itself to taxation in any
such jurisdiction or (C) consent to general service of process in any such jurisdiction.




          (f) The Company will notify each Selling Holder, Selling Holders’ counsel and any Underwriter
promptly and (if requested by any such Person) confirm such notice in writing, (i) when a
prospectus or any prospectus supplement or post-effective amendment has been filed and, with
respect to a Registration Statement or any post-effective amendment, when the same has become
effective, (ii) of any request by the Commission or any other federal or state governmental
authority for amendments or supplements to a Registration Statement or prospectus or for additional
information to be included in any Registration Statement or prospectus or otherwise, (iii) of the
issuance by the Commission of any stop order suspending the effectiveness of a Registration
Statement or the initiation or threatening of any proceedings for that purpose, (iv) of the
issuance by any state securities commission or other regulatory authority of any order suspending
the qualification or exemption from qualification of any of the Registrable Securities under state
securities or “blue sky” laws or the initiation of any proceedings for that purpose, and (v) of the
happening of any event which makes any statement made in a Registration Statement or related
prospectus or any document incorporated or deemed to be incorporated by reference therein untrue or
which requires the making of any changes in such Registration Statement, prospectus or documents so
that they will not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements in the Registration






 









 







Statement and prospectus not misleading in light of the circumstances in which they were made;
and, as promptly as practicable thereafter, subject to Section 7.2 hereof, prepare and file with
the Commission and furnish a supplement or amendment to such prospectus so that, as thereafter
deliverable to the purchasers of such Registrable Securities, such prospectus will not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading. Each
Selling Holder hereby agrees to keep any disclosures under subsection (v) above confidential until
such time as a supplement or amendment is filed.




          (g) The Company will make generally available an earnings statement satisfying the provisions
of Section 11(a) of the Securities Act no later than ninety (90) days after the end of the 12-month
period beginning with the first day of the Company’s first fiscal quarter commencing after the
effective date of a Registration Statement, which earnings statement shall cover said 12-month
period, and which requirement will be deemed to be satisfied if the Company timely files complete
and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies
with Rule 158 under the Securities Act.




          (h) If requested by the managing Underwriter or Underwriters, Selling Holders’ counsel, or any
Selling Holder, the Company will, unless otherwise advised by counsel, promptly incorporate in a
prospectus supplement or post-effective amendment such information as the managing Underwriter or
Underwriters requests, or Selling Holders’ counsel requests, to be included therein, including,
without limitation, with respect to the Registrable Securities being sold by such Selling Holder to
such Underwriter or Underwriters, the purchase price being paid therefor by such Underwriter or
Underwriters and with respect to any other terms of the underwritten offering of the Registrable
Securities to be sold in such offering, and promptly make all required filings of such prospectus
supplement or post-effective amendment.




          (i) The Company will enter into customary agreements reasonably satisfactory to the Company
(including, if applicable, an underwriting agreement in customary form and which is reasonably
satisfactory to the Company) and take such other actions as are reasonably required in order to
expedite or facilitate the disposition of such Registrable Securities.




          (j) The Company, during the period when the prospectus is required to be delivered under the
Securities Act, promptly will file all documents required to be filed with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act




          (k) The Company will use all reasonable efforts to obtain and furnish to each Selling Holder
an opinion of the Company’s counsel and a cold comfort letter from the Company’s independent public
accountants in customary forms and covering such matters of the type customarily covered by such
opinions and cold comfort letters as the Selling Holders may request.




          (l) The Company shall cause all such Registrable Securities registered pursuant hereunder to
be listed on each securities exchange on which similar securities of the same class issued by the
Company are then listed.







 









 








          (m) The Company shall provide a transfer agent and registrar for all Registrable Securities
registered pursuant to such Registration Statement and a CUSIP number for all such Registrable
Securities, in each case not later than the effective date of such registration.




          (n) The Company shall otherwise comply with all applicable rules and regulations of the
Commission.




          The Company may require each Selling Holder to promptly furnish in writing to the Company such
information regarding the distribution of the Registrable Securities as the Company may from time
to time reasonably request and such other information as may be legally required in connection with
such registration including, without limitation, all such information as may be requested by the
Commission or the National Association of Securities Dealers, Inc. The Company may exclude from
such Registration Statement any Holder who fails to provide such information.




          Each Selling Holder agrees that, upon receipt of any notice from the Company of the happening
of any event of the kind described in Section 3.1(f) hereof, such Selling Holder will forthwith
discontinue disposition of Registrable Securities pursuant to the Registration Statement covering
such Registrable Securities until such Selling Holder’s receipt of the copies of the supplemented
or amended prospectus contemplated by Section 3.1(f) hereof, and, if so directed by the Company,
such Selling Holder will deliver to the Company all copies, other than permanent file copies then
in such Selling Holder’s possession, of the most recent prospectus covering such Registrable
Securities at the time of receipt of such notice. In the event the Company shall give such notice,
the Company shall extend the period during which such Registration Statement shall be maintained
effective (including the period referred to in Section 3.1(a) hereof) by the number of days during
the period from and including the date of the giving of notice pursuant to Section 3.1(f) hereof to
the date when the Company shall make available to the Selling Holders covered by such Registration
Statement a prospectus supplemented or amended to conform with the requirements of Section 3.1(f)
hereof.




     SECTION 3.2. Registration Expenses. In connection with the registrations pursuant to
Section 2.1 hereof and any Piggy-Back Registrations under Section 2.2 hereof, the Company shall pay
the following registration expenses incurred in connection with the registration thereunder (the
“Registration Expenses”): (i) all registration and filing fees, (ii) fees and expenses of
compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel
in connection with blue sky qualifications of the Registrable Securities), (iii) reasonable
processing, duplicating and printing expenses, (iv) the Company’s internal expenses (including,
without limitation, all salaries and expenses of its officers and employees performing legal or
accounting duties), (v) the fees and expenses incurred in connection with the listing of the
Registrable Securities, (vi) fees and disbursements of counsel for the Company and fees and
expenses for independent certified public accountants retained by the Company (including the
expenses of any comfort letters or costs associated with the delivery by independent certified
public accountants of a comfort letter or comfort letters requested but not the cost of any audit
other than a year end audit), (vii) the fees and expenses of any special experts retained by the
Company in connection with such registration, (viii) reasonable fees and expenses of one firm of
counsel for the Holders, to be selected



 









 




by the Holders of a majority of the Registrable Securities to be included in such registration
and (ix) any fees and disbursements of underwriters customarily paid by issuers of securities in
connection with demand or piggy-back registrations. The Company shall have no obligation to pay
any other underwriting fees, discounts or commissions attributable to the sale of Registrable
Securities; such costs shall be borne by the Holder or Holders participating therein.




ARTICLE 4.

INDEMNIFICATION AND CONTRIBUTION




     SECTION 4.1. Indemnification by the Company. The Company shall, to the fullest extent
permitted by law, indemnify and hold harmless each Selling Holder, its partners, officers,
directors, employees and agents, and each Person, if any, who controls such Selling Holder within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with
the partners, officers, directors, employees and agents of such controlling Person (collectively,
the “Controlling Persons”), from and against any loss, claim, damage, liability, reasonable
attorneys’ fees, cost or expense and costs and expenses of investigating and defending any such
claim, joint or several, and any action in respect thereof (collectively, the “Damages”) to
which such Selling Holder, its partners, officers, directors, employees and agents, and any such
Controlling Person may become subject under the Securities Act or otherwise, insofar as such
Damages (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out
of, or are based upon, any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement or prospectus relating to the Registrable Securities or any
amendment or supplement thereto, or arise out of, or are based upon, any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading or any violation by the Company of any federal or state
securities laws or any rule or regulation thereof, except insofar as the same are based upon
information furnished in writing to the Company by such Selling Holder, Controlling Person or on
such Selling Holder’s or Controlling Person’s behalf expressly for use therein, and shall reimburse
each Selling Holder, its partners, officers, directors, employees and agents, and each such
Controlling Person for any legal and other expenses reasonably incurred by that Selling Holder, its
partners, officers, directors, employees and agents, or any such Controlling Person in
investigating or defending or preparing to defend against any such Damages or proceeding;
provided, however, that the Company shall not be liable to any Selling Holder to
the extent that any such Damages (or action or proceeding in respect thereof) arise out of or are
based upon an untrue statement or omission made in any preliminary prospectus if (i) such Selling
Holder failed to send or deliver a copy of the final prospectus with or prior to the delivery of
written confirmation of the sale by such Selling Holder to the Person asserting the claim from
which such Damages arise, and (ii) the final prospectus would have corrected such untrue statement
or such omission; provided further, that the Company shall not be liable to any
Selling Holder in any such case to the extent that any such Damages arise out of or are based upon
an untrue statement or omission in any prospectus if (x) such untrue statement or omission is
corrected in an amendment or supplement to such prospectus, and (y) having previously been
furnished by or on behalf of the Company with copies of such prospectus as so amended or
supplemented, such Selling Holder thereafter fails to deliver such prospectus as so amended or
supplemented prior to or concurrently with the sale of a Registrable Security to the Person
asserting the claim from which such Damages



 









 




arise. The Company also agrees to indemnify any Underwriters of the Registrable Securities,
their officers and directors and each Person who controls such Underwriters on substantially the
same basis as that of the indemnification of the Selling Holders provided in this Section 4.1.




     SECTION 4.2. Indemnification by Selling Holders. Each Selling Holder shall, to the
full extent permitted by law, severally but not jointly, indemnify and hold harmless the Company,
its officers, directors, employees and agents and each Person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together
with the partners, officers, directors, employees and agents of such controlling Person
(collectively, the “Company Controlling Persons”), from and against any Damages to which
the Company, its officers, directors, employees and agents and any such Company Controlling Persons
may become subject under the Securities Act or otherwise, insofar as such damages (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of, or are based upon,
any untrue statement or alleged untrue statement of a material fact contained in any Registration
Statement or prospectus relating to the Registrable Securities or any amendment or supplement
thereto, or arise out of, or are based upon, any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein not
misleading or any violation by the Company of any federal or state securities laws or any rule or
regulation thereof (collectively, a “Selling Holder Violation”), but only to the extent
that such Selling Holder Violation occurs in reliance upon and in conformity with information
related to such Selling Holder, or its plan of distribution, furnished in writing by such Selling
Holder or on such Selling Holder’s behalf expressly for use in any Registration Statement or
prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any
preliminary prospectus and the aggregate amount which may be recovered from any Selling Holder of
Registrable Securities pursuant to the indemnification provided for in this Section 4.2 in
connection with any registration and sale of Registrable Securities shall be limited to the net
proceeds received by such Holder from the sale of such Registrable Securities. In case any action
or proceeding shall be brought against the Company or its officers, directors, employees or agents
or any such Company Controlling Person or its officers, directors, employees or agents, in respect
of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the
rights and duties given to the Company, and the Company or its officers, directors, employees or
agents, or such Company Controlling Person, or its officers, directors, employees or agents, shall
have the rights and duties given to such Selling Holder, by the preceding paragraph. The Company
shall be entitled to receive indemnities from Underwriters, selling brokers, dealer managers and
similar securities industry professionals participating in the distribution, to the same extent as
provided above, with respect to information so furnished in writing by such Persons specifically
for inclusion in any prospectus or registration statement.



     SECTION 4.3. Conduct of Indemnification Proceedings. Promptly after receipt by any
person in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2 (an
“Indemnified Party”) of notice of any claim or the commencement of any action, the
Indemnified Party shall, if a claim in respect thereof is to be made against the Person against
whom such indemnity may be sought (an “Indemnifying Party”), notify the Indemnifying Party
in writing of the claim or the commencement of such action; provided that the failure to
notify the Indemnifying Party shall not relieve it from any liability which it may have to an
Indemnified Party otherwise than under



 









 




Section 4.1 or 4.2 and except to the extent of any actual prejudice resulting therefrom. If any such
claim or action shall be brought against an Indemnified Party, and it shall notify the Indemnifying
Party thereof, the Indemnifying Party shall be entitled to participate therein, and, to the extent
that it wishes, jointly with any other similarly notified Indemnifying Party, to assume the defense
thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the
Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim or
action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other
expenses subsequently incurred by the Indemnified Party in connection with the defense thereof
other than reasonable costs of investigation; provided that the Indemnified Party shall
have the right to employ separate counsel to represent the Indemnified Party and its controlling
Persons who may be subject to liability arising out of any claim in respect of which indemnity may
be sought by the Indemnified Party against the Indemnifying Party, but the fees and expenses of
such counsel shall be for the account of such Indemnified Party unless (i) the Indemnifying Party
and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) in
the reasonable judgment of such Indemnified Party, representation of both parties by the same
counsel would be inappropriate due to actual or potential conflicts of interest between them, it
being understood, however, that the Indemnifying Party shall not, in connection with any one such
claim or action or separate but substantially similar or related claims or actions in the same
jurisdiction arising out of the same general allegations or circumstances, be liable for the fees
and expenses of more than one separate firm of attorneys (together with appropriate local counsel)
at any time for all Indemnified Parties, or for fees and expenses that are not reasonable. No
Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any
settlement of any claim or pending or threatened proceeding in respect of which the Indemnified
Party is or could have been a party and indemnity could have been sought hereunder by such
Indemnified Party, unless such settlement includes an unconditional release of such Indemnified
Party from all liability arising out of such claim or proceeding. Whether or not the defense of
any claim or action is assumed by the Indemnifying Party, such Indemnifying Party will not be
subject to any liability for any settlement made without its consent, which consent will not be
unreasonably withheld.




     SECTION 4.4. Contribution. If the indemnification provided for in this Article 4 is
unavailable to the Indemnified Parties in respect of any Damages referred to herein, then each
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such Damages in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and the
Indemnified Party, on the other hand, in connection with such statements or omissions, as well as
any other relevant equitable considerations. The relative fault of the Indemnifying Party and the
Indemnified Party shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information supplied by such party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission.



     The Company and the Selling Holders agree that it would not be just and equitable if
contribution pursuant to this Section 4.4 were determined by pro rata allocation
(even if the Underwriters were treated as one entity for such purpose) or by any other method of
allocation



 









 




which does not take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the Damages
referred to in the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified
Party in connection with investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 4.4, no Selling Holder shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable Securities of such Selling
Holder were offered to the public (less underwriting discounts and commissions) exceeds the amount
of any damages which such Selling Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent misrepresentation. Each Selling
Holder’s obligations to contribute pursuant to this Section 4.4 is several and not joint.




ARTICLE 5.

OTHER REGISTRATION RIGHTS




     SECTION 5.1. Other Registration Rights. The Company represents and warrants to the
Holders that there is not in effect on the date hereof any agreement (other than this Agreement and
the Shareholders’ Agreement, dated as of December 1, 1998, by and among RealPage Communications,
Inc., a Texas corporation, and certain shareholders thereof, as amended) by the Company pursuant to
which any holders of securities of the Company have a right to cause the Company to register or
qualify such securities under the Securities Act or any securities or blue sky laws of any
jurisdiction.



     SECTION 5.2. Future Registration Rights. The Company shall not in the future grant to
any owner or purchaser of shares of capital stock of the Company registration rights (whether
demand or incidental) unless (a) such registration rights are made subordinate to the rights
granted hereunder so that each Holder shall have priority to participate in any piggy-back
registration with respect to such other shares of capital stock of the Company and (b) if the
offering by the Holders is underwritten, such owner or purchaser agrees not to sell any shares of
capital stock of the Company during the period commencing ten (10) days prior to any such
underwritten offering and ending one hundred and eighty (180) days following any such underwritten
offering (or for such shorter period of time as is sufficient and appropriate, in the opinion of
the managing Underwriter).



ARTICLE 6.

INFORMATION AND OTHER OBLIGATIONS OF HOLDER




     SECTION 6.1. Provision of Information. As a condition to exercising the registration
rights provided for herein, each Holder of Registrable Securities shall furnish to the Company such
information regarding such Holder and the distribution proposed by such Holder as the Company may
reasonably request in writing and as shall be reasonably required in connection with any
registration, qualification, or compliance referred to in this Agreement. The failure of any
Holder to furnish the information requested pursuant to this Section 6.1 shall not affect the
obligation of the Company under Sections 2 or 3 to the remaining Holder(s) who furnish such
information unless, in



 









 




the reasonable opinion of counsel to the Company or the underwriters, if any, such failure
impairs or may impair the legality of the Registration Statement or the underlying offering.




     SECTION 6.2. Underwriters. Each Holder, with respect to any Registrable Securities
included in any registration, shall cooperate in good faith with the Company and the underwriters,
if any, in connection with such registration.



     SECTION 6.3. Stop Orders. Each Holder, with respect to any Registrable Securities
included in any registration, shall make no further sales or other dispositions, or offers
therefor, of such shares under such Registration Statement if, during the effectiveness of such
Registration Statement, an intervening event should occur which, in the opinion of counsel to the
Company, makes the prospectus included in such Registration Statement no longer comply with the
Securities Act until such time as such Holder has received from the Company copies of a new,
amended or supplemented prospectus complying with the Securities Act.



ARTICLE 7.

MISCELLANEOUS




     SECTION 7.1. Participation in Underwritten Registrations. No Holder of Registrable
Securities shall be required to make any representations or warranties to or agreements with the
Company or the Underwriters other than representations, warranties or agreements regarding such
Holder and its ownership of the securities being registered on its behalf and such Holder’s
intended method of distribution and any other representation required by law. No Person may
participate in any underwritten registration hereunder unless such Person (a) agrees to sell such
Person’s securities on the basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements, and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements and these registration rights.



     SECTION 7.2. Rule 144 and 144A. After the effectiveness of a Registration Statement
under the Securities Act, the Company covenants that it will (a) file any reports required to be
filed by it under the Securities Act and the Exchange Act, and (b) take such further action as any
Holder may reasonably request, all to the extent required from time to time to enable Holders to
sell Registrable Securities without registration under the Securities Act within the limitation of
the exemptions provided by (x) Rule 144 or Rule 144A under the Securities Act, as such Rules may be
amended from time to time, or (y) any similar rule or regulation hereafter adopted by the
Commission. Upon the request of any Holder, the Company will deliver to such Holder a written
statement as to whether it has complied with such requirements.



     SECTION 7.3. Amendment and Modification. This Agreement may be amended, modified and
supplemented, and any of the provisions contained herein may be waived, only by a written
instrument signed by the Company, a majority of the Series A Shareholders, a majority of the Series
A1 Shareholders, a majority of the Series B Shareholders, a majority of the Series C Shareholders
and the holders of a majority of the Registrable Securities held by Advance Capital (as defined in
the Second Amended and Restated Shareholders Agreement among the Company and



 









 




certain holders of its capital stock, dated as of the date hereof). No course of dealing
between or among any Persons having any interest in this Agreement will be deemed effective to
modify, amend or discharge any part of this Agreement or any rights or obligations of any Person
under or by reason of this Agreement.




     SECTION 7.4. Binding Effect; Entire Agreement. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns and executors, administrators and heirs. Whether or not any
express assignment has been made, the provisions of this Agreement that are for the benefit of
purchasers or holders of Registrable Securities are also for the benefit of, and shall be
enforceable by, any subsequent holder of Registrable Securities. This Agreement sets forth the
entire agreement and understanding between the parties as to the subject matter hereof and merges
and supersedes all prior discussions, agreements and understandings of any and every nature among
them.



     SECTION 7.5. Severability. In the event that any provision of this Agreement or the
application of any provision hereof is declared to be illegal, invalid or otherwise unenforceable
by a court of competent jurisdiction, the remainder of this Agreement shall not be affected except
to the extent necessary to delete such illegal, invalid or unenforceable provision unless that
provision held invalid shall substantially impair the benefits of the remaining portions of this
Agreement.



     SECTION 7.6. Notices. All notices, demands, requests, consents or approvals
(collectively, “Notices”) required or permitted to be given hereunder or which are given
with respect to this Agreement shall be in writing and shall be personally served or mailed,
registered or certified, return receipt requested, postage prepaid (or by a substantially similar
method), or delivered by a reputable overnight courier service with charges prepaid, or transmitted
by hand delivery, telegram, telex or facsimile, addressed as set forth below, or such other address
as such party shall have specified most recently by written notice:


(i) If to the Company:



RealPage, Inc.

4000 International Parkway

Carrollton, Texas 75007-1913

Attention: Stephen T. Winn

Facsimile: (972) 820-3913



with copies (which shall not constitute notice) to:



Baker Botts L.L.P.

2001 Ross Avenue

Dallas, Texas 75201

Attention: Don J. McDermett, Jr. 

Facsimile: (214) 661-4454

Telephone: (214) 953-6454




 









 








     If to the Holder, at the Holder’s most current address.



     Notice shall be deemed given or delivered on the date of service or transmission if personally
served or transmitted by telegram, telex or facsimile. Notice otherwise sent as provided herein
shall be deemed given or delivered on the third business day following the date mailed or on the
next business day following delivery of such notice to a reputable overnight courier service.



     SECTION 7.7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF
CONFLICTS OF LAW.



     SECTION 7.8. Headings. The headings in this Agreement are for convenience of
reference only and shall not constitute a part of this Agreement, nor shall they affect their
meaning, construction or effect.



     SECTION 7.9. Counterparts. This Agreement may be executed via facsimile and in any
number of counterparts, each of which shall be deemed to be an original instrument and all of which
together shall constitute one and the same instrument.



     SECTION 7.10. Further Assurances. Each party shall cooperate and take such action as
may be reasonably requested by another party in order to carry out the provisions and purposes of
this Agreement and the transactions contemplated hereby.



     SECTION 7.11. Remedies. In the event of a breach or a threatened breach by any party
to this Agreement of its obligations under this Agreement, any party injured or to be injured by
such breach will be entitled to specific performance of its rights under this Agreement or to
injunctive relief, in addition to being entitled to exercise all rights provided in this Agreement
and granted by law. The parties agree that the provisions of this Agreement shall be specifically
enforceable, it being agreed by the parties that the remedy at law, inducing monetary damages, for
breach of any such provision will be inadequate compensation for any loss and that any defense or
objection in any action for specific performance or injunctive relief that a remedy at law would be
adequate is waived.



     SECTION 7.12. Pronouns. Whenever the context may require, any pronouns used herein
shall be deemed also to include the corresponding neuter, masculine or feminine forms.



[Reminder of page intentionally left blank]








 









 








     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first above written.



	 	 	 	 	 
	 	COMPANY:



REALPAGE, INC.


 	 
	 	By:  	/s/ Stephen T. Winn
 	 
	 	 	Name:  	Stephen T. Winn 	 
	 	 	Title:  	Chief Executive Officer 	 
	 




 











 





	 	 	 	 	 
	 	INVESTORS. 

 	 
	 	/s/ Stephen T. Winn
 	 
	 	STEPHEN T. WINN 	 
	 	 	 
	 
	 	SEREN CAPITAL LTD.

 	 
	 	By:  	Seren Capital Management, L.L.C.,
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	            /s/ Stephen T. Winn
 	 
	 	 	Name:  	Stephen T. Winn 	 
	 	 	Title:  	Sole Manager and President 	 
	 
	 	STEPHEN T. WINN 1996 FAMILY LP A

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	APAX EXCELSIOR VI, L.P.

 	 
	 	By:  	Apax Excelsior VI Partners, L.P.,
 	 
	 	 	Its General Partner 	 
	 
	 	By:  	             Apax Managers, Inc.
 	 
	 	 	Its General Partner 	 
	 
	 	By:  	             /s/ Peter Jeton
 	 
	 	 	Name:  	Peter Jeton 	 
	 	 	Title:  	Chief Operating Officer 	 
	 
	 	APAX EXCELSIOR VI-A C.V.

 	 
	 	By:  	Apax Excelsior VI Partners, L.P.,
 	 
	 	 	Its General Partner 	 
	 
	 	By:  	             Apax Managers, Inc.
 	 
	 	 	Its General Partner 	 
	 
	 	By:  	             /s/ Peter Jeton
 	 
	 	 	Name:  	Peter Jeton 	 
	 	 	Title:  	Chief Operating Officer 	 
	 
	 	APAX EXCELSIOR VI-B C.V.

 	 
	 	By:  	Apax Excelsior VI Partners, L.P.,
 	 
	 	 	Its General Partner 	 
	 
	 	By:  	             Apax Managers, Inc.
 	 
	 	 	Its General Partner 	 
	 
	 	By:  	             /s/ Peter Jeton
 	 
	 	 	Name:  	Peter Jeton 	 
	 	 	Title:  	Chief Operating Officer 	 
	 
	 	PATRICOF PRIVATE INVESTMENT CLUB III, L.P.

 	 
	 	By:  	Apax Excelsior VI Partners, L.P.,
 	 
	 	 	Its General Partner 	 
	 
	 	By:  	             Apax Managers, Inc.
 	 
	 	 	Its General Partner 	 
	 
	 	By:  	             /s/ Peter Jeton
 	 
	 	 	Name:  	Peter Jeton 	 
	 	 	Title:  	Chief Operating Officer 	 



 









 






	 	 	 	 	 
	 	ADVANCE CAPITAL-PARTNERS, L.P.

 	 
	 	By:  	Advance Capital Associates, L.P.,
 	 
	 	 	Its General Partner 	 
	 
	 	By:  	                Advance Capital Management, LLC,
 	 
	 	 	Its General Partner 	 
	 
	 	By:  	                /s/ Jeffrey T. Leeds
 	 
	 	 	Name:  	Jeffrey T. Leeds 	 
	 	 	Title:  	Principal 	 
	 
	 	ADVANCE CAPITAL OFFSHORE PARTNERS, L.P.

 	 
	 	By:  	Advance Capital Offshore Associates, LDC,
 	 
	 	 	Its General Partner 	 
	 
	 	By:  	                 Advance Capital Associates, L.P.,
 	 
	 	 	Its Member 	 
	 
	 	By:  	                 Advance Capital Management, LLC,
 	 
	 	 	Its General Partner 	 
	 
	 	By:  	                 /s/ Jeffrey T. Leeds
 	 
	 	 	Name:  	Jeffrey T. Leeds 	 
	 	 	Title:  	Principal 	 
	 
	 	                                         /s/ Jeffrey T. Leeds
 	 
	 	JEFFREY T. LEEDS 	 
	 	 	 



 









 





	 	 	 	 	 
	 	 	 
	 	/s/ Ethan A Budin
 	 
	 	ETHAN A BUDIN 	 
	 	 	 
	 
	 	 	 
	 	/s/ Mark H. Sherman
 	 
	 	MARK H. SHERMAN 	 
	 	 	 
	 
	 	 	 
	 	/s/ Donald J. Edwards
 	 
	 	DONALD J. EDWARDS 	 
	 	 	 
	 
	 	 	 
	 	/s/ Joshua A. Sorensen
 	 
	 	JOSHUA A. SORENSEN 	 
	 	 	 
	 
	 	 	 
	 	/s/ Robert T. Puopolo
 	 
	 	ROBERT T. PUOPOLO 	 
	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	MICHAEL E. MEULLER 	 
	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	                                                        /s/ Robert H. Dilworth
 	 
	 	ROBERT H. DILWORTH 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	MELVIN R. WOOLF 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	DOUGLAS H. GROSS 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	FABIAN R. GORDON 	 
	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CAMDEN PARTNERS STRATEGIC FUND III, L.P.

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



	 	 	 	 	 
	 	CAMDEN PARTNERS STRATEGIC FUND III-A, LLC

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	 	 
	 	                                         /s/ James K. Malernee
 	 
	 	JAMES K. MALERNEE 	 
	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	 	 
	 	                                                        /s/ Timothy J. Barker
 	 
	 	TIMOTHY J. BARKER 	 
	 	 	 



 









 






	 	 	 	 	 



Schedule I

Investors




	 	 	 
	Series A Shareholders

	 	Apax Excelsior VI, L.P,
	 

	 	Apax Excelsior VI-A C.V.
	 

	 	Apax Excelsior VI-B C.V.
	 

	 	Patricof Private Investment Club III, L.P. 

Seren Capital Ltd.
	 

	 	Advance Capital Partners, L.P.
	 

	 	Advance Capital Offshore Partners, L.P. 

Jeffrey T. Leeds
	 

	 	Ethan A Budin
	 

	 	Mark H. Sherman
	 

	 	Donald J. Edwards
	 

	 	Joshua A. Sorensen
	 

	 	Robert T. Puopolo
	 
	 	 
	Series A1 Shareholders

	 	Seren Capital Ltd.
	 

	 	Stephen T. Winn
	 

	 	Camden Partners Strategic Fund III, L.P.
	 

	 	Camden Partners Strategic Fund III-A, L.P.
	 
	 	 
	Series B Shareholders

	 	Camden Partners Strategic Fund III, L.P.
	 

	 	Camden Partners Strategic Fund III-A, L.P.
	 

	 	James K. Malernee
	 

	 	Timothy J. Barker
	 
	 	 
	Series C Shareholders

	 	Apax Excelsior VI, L.P.
	 

	 	Apax Excelsior VI-A C.V.
	 

	 	Apax Excelsior VI-B C.V.
	 

	 	Camden Partners Strategic Fund III, L.P.
	 

	 	Camden Partners Strategic Fund III-A, L.P.
	 

	 	Timothy J. Barker
	 
	 	 
	Warrantholders

	 	Stephen T. Winn
	 

	 	Michael E. Meuller
	 

	 	Robert H. Dilworth
	 

	 	Melvin R. Woolf
	 

	 	Douglas H. Gross
	 

	 	Fabian R. Gordon
	 

	 	Stephen T. Winn 1996 Family LP A