exv10w51






EXHIBIT 10.51




CONFIDENTIAL DOCUMENT

MAY 13, 2010




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made this 12th day of May,
2010 (the “Effective Date”) by and between Margot Lebenberg, an individual resident of
the State of New York, (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, Employer desires to retain the services of Executive on the terms and conditions
hereinafter set forth; and



     WHEREAS, Executive desires to furnish services to Employer on the terms and conditions
hereinafter set forth; and



     WHEREAS, the parties desire to enter into this Agreement setting forth the terms and
conditions of the employment relationship between Executive and Employer.



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


1. Employment. Employer hereby agrees to employ Executive, and Executive hereby accepts
such employment, on the terms and conditions hereinafter set forth.



2. Employment Screening. Executive shall successfully complete a pre-employment drug test,
pre-employment consumer report verification, and the Employer new hire paperwork.



3. Employment Period. The period during which Executive shall furnish services to Employer
hereunder (the “Employment Period”) shall commence on the Effective Date and shall end on the Date
of Termination (as defined in Section 8(b) below). Nothing in this Section shall limit the right
of Employer or Executive to terminate Executive’s employment hereunder on the terms and conditions
set forth in Section 7 hereof.



4. Position and Duties.




     (a) Office; Reporting; Duties. During the Employment Period, Executive shall serve as
Executive Vice President, Secretary and Chief Legal Officer, and shall report to the Chief
Executive Officer of Employer. Executive shall have those powers, duties and perquisites consistent
with such senior management position and such other powers and duties as may be prescribed by the
Chief Executive Officer of Employer, provided that such other powers and duties are consistent with
the scope, dignity and perquisites of Executive’s position. Executive shall have the authority to
hire and staff the legal department to meet operational needs, subject to the then current approved
legal department budget, and otherwise in accordance with the Employer’s new hire process.



     (b) Commitment of Full Time Efforts. Beginning July 19, 2010, Executive agrees to
devote substantially her full working time, attention and energies to the performance of her duties
for Employer, provided, however, that it shall not be a violation of this Agreement for Executive
to (i) serve on civic or charitable boards or committees, (ii) serve on corporate boards or
committees, with the prior consent of Employer, which consent shall not be unreasonably withheld,
(iii) give speeches and make media appearances to discuss matters of public interest (so long as
such shall not involve Employer in matters of political, religious or social controversy), and (iv) manage her personal and family investments, in each case
so long as



 









 





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the foregoing activities do not interfere materially with the performance of Executive’s
responsibilities in accordance with this Agreement.



5. Place of Performance. No later than July 19, 2010, Executive shall perform her duties
for Employer at Employer’s corporate offices at 4000 International Parkway, Carrollton, Texas
75007, or at any other address in Dallas County or Collin County, Texas to which the corporate
offices may be moved in the future.



6. Compensation and Related Matters.




     (a) Base Salary. As compensation for the performance by Executive of her obligations
hereunder, during the Employment Period, commencing as of May 11, 2010, Employer shall pay
Executive a base salary at a rate not less than Twenty-six Thousand Two Hundred Fifty and no/100ths
Dollars ($26,250.00) per month, or Three Hundred Fifteen Thousand and no/100ths Dollars
(US$315,000.00) on an annualized basis (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 in 2011) to determine whether the same should
be adjusted upward in light of the duties, responsibilities and performance of Executive and other
relevant factors.



     (b) Annual Bonus. Beginning for the calendar year in 2010, which will be calculated
on a pro rata basis based on the commencement date of Executive’s employment, Executive shall be
eligible to receive an annual bonus on terms no less favorable than other senior executives of
Employer under the terms of the Employer Management Incentive Plan (“Plan”) of 50% of her Base
Salary for achievement of Plan at 100% (“Target”), with the potential to receive up to 100% of her
Base Salary if the performance criteria for this potential is achieved as set forth in the Plan. To
be eligible for the Annual Bonus, Executive must be employed by Employer on December 31 of the year
with regard to which the Annual Bonus is applicable. Employer shall guarantee and pay a minimum of
fifty percent (50%) of the Target for the first twelve (12) months of the term of this Agreement,
commencing as of the date set forth in Section 5(a) hereof.



     (c) Grant of Option to Purchase Common Stock. The Chief Executive Officer shall
recommend to the Compensation Committee of Employer’s Board of Directors that it should grant to
Executive, an option (the “Option”) to purchase Four Hundred Fifty Thousand (450,000) shares of
Employer’s common stock (“Common Stock”) with a grant date as of the Committee’s action on May 12,
2010 and an exercise price of not less than fair market value of Employer’s Common Stock on the
date of grant. The Option shall be subject to the Amended and Restated 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.



     (d) Relocation Bonus. Executive shall commence working full-time at Employer’s
headquarters office no later than July 19, 2010. Employer will pay on Executive’s behalf
relocation expenses in accordance with Employer’s relocation policy (“Relocation Policy”) in an
amount up to Fifty Thousand Dollars (US$50,000.00) (“Relocation Expenses”), subject to Employer’s
customary payroll practices and legal requirements regarding withholding. Executive shall submit
promptly to Employer invoices, but in any event no later than two weeks prior to any due date for
such invoices, for actual incurred Relocation Expenses, and Employer shall remit payment for such
Relocation Expenses in accordance with its standard accounts payable practices, but in any event no
later than the due date of the invoice. “Relocation Expenses” shall include, inter alia, the cost
of Employer and her household’s relocation to the Dallas/Ft. Worth metroplex, but does include
payment of commissions, points or other costs associated with buying or selling a home. Included as
Relocation Expenses, and until Executive relocates, Employer will furnish to Executive and her household temporary housing pursuant to the Relocation Policy and reimbursement of the cost
of



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travel of Executive and her household between New York, New York and Dallas, Texas. Included as
Relocation Expenses, and prior to full relocation, Employer also will reimburse Executive for the
cost of an automobile rental for the time the Executive is in Texas. For avoidance of doubt, any
business travel required by Executive’s employer prior to the date of relocation shall not be
included in the calculation of, nor allocated to, Relocation Expenses.




     (e) Guaranteed Purchase Offer (“GPO”) Services. Employer shall permit Executive to
participate in Employer’s GPO Services for assistance in buying, or making arrangements for a third
party to purchase, and selling her current residence in New York, New York.



     (f) Expenses and Vacations. Employer, according to its standard travel policy, shall
reimburse Executive for all reasonable, in-policy business expenses upon the presentation of
itemized statements of such expenses, such expenses, including without limitation, those reasonably
and customarily incurred by Executive for her Bar Dues, fees, Continuing Legal Education, attending
professional seminars and organizations and Attorney Professional Insurance with coverage generally
made available to in-house attorneys. After Executive begins full time, Executive shall be entitled
to three weeks paid vacation per year, in accordance with Employer’s vacation policy and practice
applicable to senior executives of Employer.



     (g) Fringe Benefits and Perquisites. During the Employment Period, Employer shall
make available to Executive the fringe benefits and perquisites that are made available to other
senior Executives of Employer on terms no less favorable than other senior executives.



     (h) Other Benefits. During the Employment Period, Executive shall be eligible to
participate in all other employee welfare benefit plans and other benefit programs or policies
(including group life insurance, medical and dental insurance, and accident and disability
insurance) made available to employees or senior executives of Employer.


7. Termination. Executive’s employment hereunder may be terminated under the following
circumstances, in each case subject to the provisions of this Agreement:




     (a) Death. Executive’s employment hereunder shall terminate upon her death.



     (b) Disability. If, as a result of Executive’s incapacity due to physical or mental
disability, Executive shall have been absent from her duties hereunder on a full-time basis (i) for
a period of six consecutive months or (ii) for shorter periods aggregating six months during any
twelve month period, and, in either case, within thirty (30) days after written Notice of
Termination (as described in Section 8(a) hereof) is given, Executive shall not have returned to
the performance of her duties hereunder on a full-time basis, Employer may terminate Executive’s
employment hereunder for “Disability.”



     (c) Cause. 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 intentional
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 material
transactions occurring in the business and financial matters of Employer; (vii) Executive’s
continued performance of Executive’s duties in an incompetent, unprofessional, insubordinate or negligent manner subsequent to written notice thereof by Employer
which



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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 within a reasonable time
any nonconforming performance. In no case, however, shall Employer be required to give more than
one notice as to a particular type of failure).




     (d) Good Reason. Executive may terminate her employment hereunder for “Good Reason”
in the event of any material failure on the part of Employer to comply with any of its material
obligations of this Agreement, which failure has not been cured within ten (10) days after written
notice thereof has been given by Executive to Employer specifying the acts or omissions of Employer
alleged to give rise to Good Reason (in no case, however, shall Executive be required to give more
than one notice to a particular type of failure).



     (e) Other Terminations. Employer may terminate Executive’s employment hereunder other
than for Cause or Disability, and Executive may terminate her employment other than for Good Reason
in each case subject to the provisions of this Agreement.


8. Termination Procedure.




     (a) Notice of Termination. Any termination of Executive’s employment by Employer or
by Executive (other than termination pursuant to Section 7(a) hereof) shall be communicated by
written Notice of Termination specifying the type of termination, in the case of a Cause
termination, specifying the reason for termination for Cause to the other party hereto in
accordance with Section 15.



     (b) Date of Termination. “Date of Termination” shall mean (i) if Executive’s
employment is terminated by her death, the date of her death, (ii) if Executive’s employment is
terminated pursuant to Section 7(b), thirty (30) days after Notice of Termination is given
(provided that Executive shall not have returned to the performance of her duties on a full-time
basis during such thirty (30) day period), (iii) if Executive’s employment is terminated pursuant
to Section 7(c), the date specified in the Notice of Termination, (iv) if Executive terminates her
employment for Good Reason, ten (10) days after Notice of Termination, and (v) if Executive’s
employment is terminated pursuant to Section 7(e), immediately upon written notice delivered by the
terminating party to the other, unless such notice designates a different termination date that it
is no more than thirty (30) days following the date of such written notice.


9. Compensation Upon Termination.




     (a) Death; Disability; Termination By Employer without Cause or By Executive for Good
Reason. If Executive’s employment is terminated by reason of her death or Disability or by
Employer without Cause or by Executive for Good Reason, Employer shall pay to Executive (or her
legal representatives or estate or as may be directed by the legal representatives of her estate,
as the case may be):




	 	(i)	 	where termination occurs:






	 	(A)	 	within twelve (12) months of the Effective Date
of this Agreement, eighteen (18) equal monthly installments of an amount
per installment equal to one-twelfth of Executive’s Base Salary
commencing accruing immediately (determined as of the Date of
Termination, except in the case of termination for Good Reason due to an
undisputed improper reduction of such Base Salary); or
	 
	 	(B)	 	after the first twelve (12) months and through
twenty-four (24) months of the Effective Date of this Agreement, twelve
(12) equal monthly installments of an amount per installment equal to
one-twelfth of Executive’s Base Salary accruing immediately (determined
as of the Date of Termination, except in





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	 	 	 	the case of termination for Good Reason due to an undisputed improper
reduction of such Base Salary); or
	 
	 	(C)	 	more than twenty-four (24) months after the
Effective Date of this Agreement, six (6) equal monthly installments of
an amount per installment equal to one-twelfth of Executive’s Base
Salary accruing immediately (determined as of the Date of Termination,
except in the case of termination for Good Reason due to an undisputed
improper reduction of such Base Salary); and






	 	(ii)	 	where Employer has been party to a Business Combination
Transaction, and such termination occurs within twelve (12) months 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
	 
	 	(iii)	 	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 (as described in
Section 9(a)(iii), the “Accrued Amounts”).




All sums outlined in Sections 9(a)(i) and 9(a)(ii) shall be subject to all required deductions and
withholdings. The amount set forth in Section 9(a)(i) shall be payable if and only if the
Executive shall have executed and not revoked on no later than the 30th day following the Date of
Termination a mutual full Release and Covenant not to sue the Employer and its employees, officers,
directors and stockholders in a form provided to other senior executives of the Employer provided
to the Executive no later than (7) days following the date of termination. 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 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 Employer
representing 40% or more of the combined voting power of the Employer’s then outstanding
securities.”




     (b) Cause or By Executive Other than for Good Reason. If Executive’s employment is
terminated by Employer for Cause or by Executive other than for Good Reason, then Employer shall
pay Executive, within five (5) days following such Date of Termination, in a lump sum cash payment,
the Accrued Amounts.


10. No Mitigation. Executive shall not be required to mitigate amounts payable pursuant to
Section 9 of this Agreement by seeking other employment or otherwise, nor shall such payments be
reduced on account of any remuneration earned by Executive attributable to employment by another
employer, by retirement benefits, by offset against any amount claimed to be owed by Executive to
Employer or otherwise.



11. Confidentiality; Non-Competition.




          (a) Non-Disclosure and Non-Use of Confidential Information. Except as otherwise
required by law, Executive shall not disclose any Employer Confidential Information to any third
party (other






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than accountants, lawyers and other third parties engaged by and working at the behest of
Employer) without the specific written consent of Employer and shall use Employer Confidential
Information solely for the benefit of Employer. Except as otherwise required by law, Executive
shall hold all and any Employer Confidential Information in confidence. If Executive is compelled
by law, regulation or a court of competent jurisdiction to disclose any Employer Confidential
Information, Executive will promptly notify Employer so that Employer may seek a protective order
or other appropriate remedy. If disclosure is ultimately required, Executive shall furnish only
that portion of the Employer Confidential Information that is legally required, exercise reasonable
efforts to obtain assurance that it will receive confidential treatment, and continue to treat such
Employer Confidential Information in accordance with its obligations under this Agreement.




     (b) Definition of Employer Confidential Information. For purposes of this Agreement,
“Employer Confidential Information” includes, in whatever form or format, all non-public
information or information generally known within the relevant trade or industry – disclosed to or
known to Executive as a direct or indirect consequence of or through Executive’s employment with
Employer – about Employer, its parents or subsidiaries, its technology, finances, business methods,
plans, operations, services, products and processes (whether existing or contemplated), or any of
its directors, executives, employees, clients, prospective clients, agents or suppliers, including
all information relating to software programs, source codes or object codes; computer systems;
computer systems analyses, testing results; flow charts and designs; product specifications and
documentation; user documentation; sales plans; sales records; sales literature; customer lists,
prospect list and files; research and development projects or plans; marketing and merchandising
plans and strategies; pricing strategies; price lists; sales or licensing terms and conditions;
consulting sources; supply and service sources; procedure or policy manuals; legal matters;
financial statements; financing methods; financial projections; and the terms and conditions of
business arrangements with its parent, clients, suppliers, banks, or other financial institutions.
Employer Confidential Information shall not include information that is in her possession legally
and without restriction as of the Effective Date of this Agreement.



     (c) Proprietary Information Obligations. Employer respects the right of every
employer to protect its confidential and proprietary information. Employer specifically wishes to
prevent Executive or any individual interested in employment with Employer from using on behalf of
Employer or disclosing to Employer at any time before, during or after Executive’s employment with
Employer any confidential or proprietary information belonging to any other third party, including
without limitation any former employer. Executive represents to Employer that she will not use or
otherwise exploit third party confidential or proprietary information in the performance of his
duties hereunder. Further, between the date of this Employment Agreement and the date Executive
begins employment with Employer, Executive will continue to comply with any executory obligations
to protect Executive’s current employer’s confidential and proprietary information. Executive’s
failure to observe those continuing obligations could result in Employer’s refusal to hire or, if
discovered after Executive has already begun employment with Employer, disciplinary action up to
and including termination of Executive’s employment.



     (d) Non-Competition. In consideration of Employer’s promises and payments under this
Agreement, Executive agrees that, during the Employment Period and for a period of six (6) months
thereafter (the “Restricted Period”), Executive shall not (as principal, agent, executive,
consultant, volunteer or otherwise), engage (other than on behalf of Employer or its Affiliates)
directly or indirectly, in a Competing Business (as defined below) anywhere in the territory of the
United States, or, without the prior consent of Employer, directly or indirectly, advise, own an
interest in, manage, operate, join, control, lend money or render financial, technical or other
assistance (other than customary professional courtesies afforded to members of the business
community) to or participate in or be connected with, as an officer, executive, partner,
stockholder, consultant, advisor or other similar capacity, any Competing Business; provided,
however, that ownership of securities having no more than one percent of the outstanding voting
power of any competitor which are listed on any national securities exchange or traded actively in
the national over-the-



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counter market shall not be deemed to be in violation of this sub-section so long as Executive has
no other connection or relationship with such competitor that would not be permitted hereby. For
purposes hereof, “Competing Business” means the business of developing, designing, publishing,
marketing, maintaining or distributing databases and software applications and services that are
competitive with products or services of Employer, are generally referred to as “multi-tenant real
estate management applications” and are generally used at multitenant real estate developments by
personnel engaged in the operation, leasing, pricing, promotion and maintenance of multitenant
units. The foregoing shall not be violated by the Executive’s working in a non-competitive
portion of a company (providing services solely for the non-competitive portion of such company)
which is carrying on a Competing Business.




     (e) Non-Interference with Licensees. Executive hereby agrees that, during the
Restricted Period (other than on behalf of Employer or its Affiliates), Executive shall not in any
way directly or indirectly, for the purpose of conducting or engaging in a Competing Business, call
upon, solicit, respond to, advise or otherwise do, or attempt to do business with any then-existing
or Past customer or licensee of Employer or any Affiliate of Employer or take away or attempt to
interfere with any then-existing or Past customer, licensee, trade, business or patronage of
Employer or any Affiliate. For purposes of this Section 11(e), the term “Past” customer or “Past”
licensee shall refer to any former customer or licensee of Employer within six (6) months of their
having ceased to be a customer or licensee of Employer.



     (f) Non-Interference with Employees. Executive hereby agrees, during the Restricted
Period, not to, directly or indirectly, hire or retain, attempt to hire or retain, any of
Employer’s then-existing or Past officers, executives, employees, consultants or, not to induce
any such to give up employment with or representation of Employer or any Affiliate and not to
otherwise interfere with, or attempt to interfere with, the relationship of any such with Employer
or any Affiliate. For purposes of this Section 11(f), the term “Past” officer, executive,
employee, consultant or of Employer shall refer to any former officer, executive, employee, or
consultant of Employer within six (6) months of their having ceased to be an officer, executive,
employee, or consultant of Employer or any Affiliate.



     (g) Non-Interference with Business Relationships. Executive hereby agrees, during the
Restricted Period, that Executive shall not, directly or indirectly, for the purpose of conducting
or engaging in a Competing Business, attempt to interfere with, impair, or adversely affect any
contractual relationships or business relationships between the Company and any of the technology
or distribution companies with whom the Company has strategic relationships.



     (h) Non-Disparagement. Executive hereby agrees, that during the Restricted Period,
Executive shall not disparage either orally or in writing the Company, its products or services, or
its officers, directors, or employees. Company hereby agrees it shall not disparage Executive
either orally or in writing.



     (i) Injunctive Relief. Executive recognizes and agrees that the injury the Company
will suffer in the event of a breach of this Section 11 may cause the Company irreparable injury
that cannot adequately be compensated by monetary damages alone. Therefore, in the event of a
breach of this Section 11 by Executive, or any attempted or threatened breach, Executive agrees
that the Company, without limiting any legal or equitable remedies available to it, may be entitled
to equitable relief by preliminary and permanent injunction or otherwise, without the necessity of
posting any bond or undertaking, against Executive and/or the business enterprise with which
Executive may have become associated, from any court of competent jurisdiction.


12. Reasonableness of Restrictions. Executive expressly acknowledges and agrees that the
covenants and restrictive agreements contained in this Agreement are reasonable as to scope,
location, and duration and that observation thereof will not cause Executive undue hardship or
unreasonably interfere with Executive’s ability to earn a livelihood and practice Executive’s
present skills and trades.






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Executive has consulted with legal counsel of her selection regarding the meaning of such covenants
and restrictions, which have been explained to her satisfaction.



13. Successors; Binding Agreement.




     (a) Employer’s Successors. Employer shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of its
businesses and/or assets (“Transaction”) to assume and agree to perform this Agreement in the same
manner and to the same extent that Employer would be required to perform it if no such succession
had taken place. Employer may honor the obligation set forth in the preceding sentence through
execution in the course of consummating the Transaction of either a specific assignment and
assumption agreement relating to the obligations set forth herein, or a general assignment and
assumption agreement. Failure of Employer to obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a material breach of a material provision of this
Agreement and shall entitle Executive to compensation in the same amount and on the same terms as
she would be entitled to hereunder if she terminated his employment for Good Reason, except that
for purposes of implementing the foregoing, the date on which any such succession becomes effective
shall be deemed the Date of Termination. As used in this Agreement, the “Employer” shall mean
Employer as hereinbefore defined and any successor to the business and/or assets as aforesaid which
executes and delivers the agreement provided for in this Section 13 or which otherwise becomes
bound by all the terms and provisions of this Agreement by operation of law.



     (b) Executive’s Successors. This Agreement shall not be assignable by Executive.
This Agreement and all rights of Executive hereunder shall inure to the benefit of and be
enforceable by Executive’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If Executive should die while any amounts
would still be payable to her hereunder if she had continued to live, all such amounts unless
otherwise provided herein, shall be paid in accordance with the terms of this Agreement to
Executive’s devisee, legatee, or other designee or, if there be no such designee, to Executive’s
estate.


14. Indemnification. To the fullest extent permitted by law, Employer shall indemnify
Executive (including the advancement of legal, accounting and other expert expenses) for any
judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees or
any other expenses or liabilities, incurred by Executive in connection with the defense of any
lawsuit or other claim or matter to which she is made a party or otherwise involved by reason of
performing her responsibilities as an officer or executive of Employer or any of its subsidiaries.
Executive shall be covered under the Employer’s Director and Officer Insurance Policy and party to
any other Indemnification Agreement available to other officers and or directors to Employer.



15. Notice. For the purposes of this Agreement, notices, demands and all other
communications provided for in this Agreement shall be in writing and shall be deemed to have been
duly given when delivered to a national overnight delivery service or mailed by United States
certified or registered mail, return receipt requested, postage prepaid, addressed as set forth in
the Preamble of this Agreement or to such other address as any party may have furnished to the
others in writing in accordance herewith, except that notices of change of address shall be
effective only upon receipt. No notices may be given via e-mail or facsimile transmission.



16. Severability. Should any term, condition, provision or part of this Agreement be found
to be unlawful, invalid, illegal or unenforceable, that portion shall be deemed null and void and
severed from the Agreement for all purposes, but such illegality, or invalidity or unenforceability
shall not affect the legality, validity or enforceability of the remaining parts of this Agreement,
and the remainder of the Agreement shall remain in full force and effect, unless such would be
manifestly inequitable or would serve to deprived either party of a material part of what it
bargained for in entering in this Agreement.






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17. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together will constitute one and the same
instrument.



18. Withholding. Notwithstanding any other provision of this Agreement, Employer may
withhold from amounts payable under this Agreement all federal, state, local and foreign taxes that
are required to be withheld by applicable laws or regulations.



19. Executive’s Representations, Warranties and Covenants. Executive represents, warrants
and covenants to Employer that (i) the terms of this Agreement and her employment by the Employer
do not and will not breach any agreement between Executive and any other entity; (ii) Executive has
not previously assumed any obligations inconsistent with those of this Agreement; (iii) Executive
will not disclose to the Employer, or to any director, officer, executive or agent thereof, any
confidential or proprietary information or material belonging to any other entity, including,
without limitation, Executive’s previous employer; and (iv) during Executive’s employment by the
Employer, she will not use or attempt to use without prior permission of the owner thereof, any
confidential or proprietary information or material belonging to any other entity in behalf of the
Employer. Executive further agrees and covenants that, during the term of this Agreement and her
employment by Employer, she will not breach any agreement to keep in confidence proprietary
information, knowledge, or data acquired by Executive in confidence or in trust prior to employment
with Employer, and Executive will not disclose to Employer, or induce or cause Employer to use, any
confidential or proprietary information or material belonging to any previous employer or others.



20. Governance of Employment Relationship. To the extent not governed by the specific
provisions hereof and not inconsistent with such provisions, the employment relationship between
Executive and Employer shall be governed by the Employer’s general rules, policies, procedures and
plans relating to employment and executive benefits.



21. Outside Fees. Executive agrees and covenants not to solicit or receive any income or
other compensation from any third party doing business with Employer, including, without
limitation, any supplier, client, customer, or executive of Employer, in connection with her
employment with Employer.



22. Miscellaneous. No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing signed by Executive and an
authorized officer of Employer. No waiver by any party hereto at any time of any breach by the
other parties hereto of, or compliance with, any condition or provision of this Agreement to be
performed by any such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. Any termination of Executive’s
employment or of this Agreement shall have no effect on any continuing obligations arising under
this Agreement, including without limitation, the right of Executive to receive payments pursuant
to Section 9 hereof and the obligations of Executive described in Section 11 hereof.



23. Applicable Law, Venue, Jurisdiction and Arbitration. This Agreement shall be governed,
construed, and enforced in accordance with the laws of the State of Texas (without regard to the
principles of conflicts of law). This Agreement has been entered into in Denton County, Texas and
it shall be performable for all purposes in Denton County, Texas. Any action or proceeding
concerning, related to, regarding, or commenced in connection with the Agreement must be brought in
a state or federal court located in Denton or Dallas County, Texas, and the parties to the
Agreement hereby irrevocably submit to the personal jurisdiction of such courts and waive any
objection they may now or hereafter have as to the venue of any such action or proceeding brought
in any such court, or that any such court is an inconvenient forum. Each party shall have the
option, in the event of a dispute arising






-9-









 








CONFIDENTIAL DOCUMENT

MAY 13, 2010



out of or relating to this Agreement, to submit said dispute to arbitration in Denton County,
Texas, pursuant to the rules of the American Arbitration Association. The decision of the
Arbitrator shall be final and binding on the parties and judgment upon the award may be entered in
any of the aforementioned courts having jurisdiction over this Agreement.



24. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto
in respect of the subject matter contained herein and supersedes all prior agreements, letters of
intent, promises, covenants, arrangements, communications, representations or warranties, whether
oral or written, by an officer, executive or representative of any party hereto; and any prior
agreement of the parties hereto in respect to the subject matter contained herein. Executive
acknowledges and agrees that no officer, executive or representative of Employer is authorized to
offer any term or condition of employment which is in addition to or different than those set forth
in this Agreement.








-10-









 








CONFIDENTIAL DOCUMENT

MAY 13, 2010




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



REALPAGE, INC.




	 	 	 	 	 
	 	 	 
	 	             /s/ Stephen T. Winn
 	 
	 	By:             Stephen T. Winn 	 
	 	Its:            President and Chief Executive Officer 	 
	 
	 	 	 
	 	/s/ Margot Lebenberg
 	 
	 	Margot Lebenberg, an individual 	 
	 	 	 



-11-









 






EXHIBIT A




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:



     Grant Number:



     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.




     In the event Participant ceases to be a Service Provider other than for Cause (as defined in
the Employment Agreement dated May 12, 2010), then the non-vested portions of the Option shall
accelerate and vest upon the date Participant ceases to be a Service Provider in an amount equal to
the difference between 100,000 shares and Participant’s then current vested portions of the Option.



     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 the Employment Agreement dated May 12, 2010), within one year of the
consummation of the Business Combination Transaction, then 100% of all non-vested portions of the
Option shall vest upon the date Participant ceases to be a Service Provider.



     Termination Period:



     This Option is 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.



-2-









 





     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
	 	 	







-3-











 





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.






-4-









 








     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



-5-









 




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.



-6-









 





     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.



-7-









 





EXHIBIT B




AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN



EXERCISE NOTICE



RealPage, Inc.

4000 International Parkway

Carrollton, Texas 75007-1913



Attention: Secretary




     Exercise of Option. Effective as of today,                           ,            , the undersigned
(“Participant”) hereby elects to exercise Participant’s option (the “Option”) to purchase
                          
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”).



     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.



     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.



     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.



     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”).



          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).







 









 








          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 (c) below.




          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.




          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.




          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.




          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.




          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.




     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



-2-









 




connection with the purchase or disposition of the Shares and that Participant is not relying
on the Corporation for any tax advice.




     Restrictive Legends and Stop-Transfer Orders.



          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.



          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.




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






-3-









 








     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.



     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.



     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.



     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:

PARTICIPANT

	 	Accepted by:

REALPAGE, INC.
	 
	 	 
	 
	 	 
	 

	 	 
	Signature

	 	By
	 
	 	 
	 

	 	 
	Print Name

	 	Print Name
	 
	 	 
	 

	 	 
	 

	 	Title
	 
	 	 
	Address:

	 	Address:
	 
	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	Date Received






-4-









 






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.



	 	 	 

	 

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