exv4w7






Exhibit 4.7




FIFTH AMENDED AND RESTATED

SHAREHOLDERS AGREEMENT




          THIS
FIFTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, dated as of June 7, 2010 (this
“Agreement”), by and among (i) RealPage, Inc., a Delaware corporation (the
“Company”), (ii) the Persons (as defined below) 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
“Major Shareholders and 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 “Shareholders” collectively and a “Shareholder”
individually.




W I T N E S S E T H




          WHEREAS, as of March 17, 2010, the Company, the Series A Shareholders, the Series A1
Shareholders, the Series B Shareholders, the Series C Shareholders and the Major Shareholders and
Warrantholders entered into that certain Fourth Amended and Restated Shareholders Agreement
pursuant to which the parties thereto agreed upon certain matters relating to the operations of the
Company and the voting and disposition of shares of Capital Stock (as defined below) (the
“Prior Agreement”);




          WHEREAS, the Company and the Shareholders desire to amend and restate the Prior Agreement as
set forth herein;




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




     1. Definitions. As used in this Agreement, the following terms shall have the
following respective meanings:



          “Advance Capital” shall mean collectively, 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 and Robert T. Puopolo and their respective assigns.




          “Affiliate” shall have the meaning set forth in Section 5.




          “Agreement” shall have the meaning set forth in the introductory paragraph hereto.







 









 








          “Apax” shall mean Apax Excelsior VI, L.P., Apax Excelsior VI-A C.V., Apax Excelsior
VI-B C.V., Patricof Private Investment Club III, L.P. and their respective successors and assigns.




          “Board of Directors” shall mean the Board of Directors of the Company.




          “Business Day” shall mean any day other than (i) a Saturday, (ii) a Sunday or (iii)
any other day on which banks in the City of New York are authorized or required to close.




          “Capital Stock” shall mean any and all shares of Series A Stock, Series A1 Stock,
Series B Stock, Series C Stock and Common Stock whether now outstanding or hereafter issued and any
and all shares, interests, participations, rights in or other equivalents (however designated and
whether voting or non-voting) of the Company’s capital stock or any form of membership, ownership
or participation interests, as applicable, including partnership interests, whether now
outstanding or hereafter issued, and any and all rights, warrants or options exercisable or
exchangeable for or convertible into such capital stock of the Company or its successors.




          “Camden” shall mean Camden Partners Strategic Fund III, LP and Camden Partners
Strategic Fund III-A, LP and their respective successors and assigns.




          “Certificate of Incorporation” shall mean the Amended and Restated Certificate of
Incorporation of the Company dated as of April 13, 2009, and as amended from time to time.




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




          “Company” shall have the meaning set forth in the introductory paragraph hereto.




          “Co-Sale Acceptance” shall have the meaning set forth in Section 7(c).




          “Co-Sale Securities” shall have the meaning set forth in Section 7(a).




          “Co-Sale Seller” shall have the meaning set forth in Section 7(a).




          “December 17, 1999 Agreement” shall have the meaning set forth in Section 17(a).




          “Default Directors” shall have the meaning set forth in Section 2(c).




          “Eligible Shareholder” shall have the meaning set forth in Section 8(a).




          “Event of Default” shall have the meaning set forth in the Certificate of
Incorporation.




          “Governmental Body” shall mean any government or governmental or quasi-governmental
authority including, without limitation, any federal, state, territorial, county,






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municipal or other governmental or quasi-governmental agency, board, branch, bureau,
commission, court, arbitral body (public or private), department or other instrumentality or
political unit or subdivision.




          “Independent Directors” shall have the meaning set forth in Section 2(b).




          “Liquidation” shall have the meaning set forth in the Certificate of Incorporation.




          “Liquidation Preference” shall have the meaning set forth in the Certificate of
Incorporation.




          “Major Shareholders and Warrantholders” shall have the meaning set forth in the
introductory paragraph hereto.




          “Maximum Pre-emptive Number” shall have the meaning set forth in Section 8(a).




          “Notice of Intention to Sell” shall have the meaning set forth in Section 8(a).




          “Observer” shall have the meaning set forth in Section 2(f).




          “Offer Acceptance” shall have the meaning set forth in Section 6(c).




          “Offer Notice” shall have the meaning set forth in Section 6(a).




          “Offered Securities” shall have the meaning set forth in Section 6(a).




          “Other Shareholders Agreement” shall have the meaning set forth in Section 17(b).




          “Permissible Transferee” shall mean any transferee party to a Permissible Transfer.




          “Permissible Transfers” shall have the meaning set forth in Section 5.




          “Person” shall mean any individual, corporation, partnership, firm, limited liability
company, joint venture, trust, association, unincorporated organization, group, joint-stock
company, Governmental Body or other entity.




          “Pre-emptive Sale” shall have the meaning set forth in Section 8(a).




          “Pre-emptive Securities” shall have the meaning set forth in Section 8(a).




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




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







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          “Prior Agreement” shall have the meaning set forth in the recitals hereof.




          “Pro Rata Purchaser” shall have the meaning set forth in Section 6(b).




          “Proposed Transferee” shall have the meaning set forth in Section 7(b).




          “Qualified IPO” shall mean an initial public offering of the shares of Common Stock
(i) at an offering price per share of not less than three (3) times the Series A Issue Price
(appropriately adjusted to reflect stock splits, stock dividends, reorganizations, consolidations,
conversion price adjustments and similar changes hereafter effected), (ii) with gross proceeds to
the Company and any selling shareholders of at least $30,000,000 (thirty million U.S. dollars),
before deducting any applicable underwriting discounts, commissions and expenses and (iii)
underwritten on a firm commitment basis by an investment banking firm of national standing approved
by the holders (acting together as a class) of a majority of the outstanding shares of the Series A
Stock.




          “Redemption Price” shall have the meaning set forth in the Certificate of
Incorporation.




          “ROFO Seller” shall have the meaning set forth in Section 6(a).




          “Sale of the Company” shall mean (i) the merger or consolidation of the Company into
or with another corporation or other similar transaction or series of related transactions in which
the Company’s stockholders of record (or their Affiliates) as constituted immediately prior to such
transaction or series of related transactions will not, immediately after such transaction or
series of related transactions, beneficially own (as determined pursuant to Rule 13d-3 of the
Securities Exchange Act of 1934) at least a majority of the voting power of the surviving or
acquiring entity, or (ii) the sale of all or substantially all the assets of the Company.




          “Securities Act” shall mean the Securities Act of 1933, as amended.




          “Series A Closing Date” shall mean December 30, 2003.




          “Series A Shareholders” shall have the meaning set forth in the introductory paragraph
hereto.




          “Series A Directors” shall have the meaning set forth in Section 2(b).




          “Series A Issue Price” shall have the meaning set forth in the Certificate of
Incorporation.




          “Series A Redemption Date” shall have the meaning set forth in Section 3(b).




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




          “Series A1 Closing Date” shall mean December 30, 2003.







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          “Series A1 Shareholders” shall have the meaning set forth in the introductory
paragraph hereto.




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




          “Series B Closing Date” shall mean December 14, 2005.




          “Series B Shareholders” shall have the meaning set forth in the introductory paragraph
hereto




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




          “Series C Closing Date” shall mean February 22, 2008.




          “Series C Shareholders” shall have the meaning set forth in the introductory paragraph
hereto.




          “Series C Stock” shall mean the Series C Convertible Preferred Stock, par value $0.001
per share, of the Company.




          “Shareholder” shall have the meaning set forth in the introductory paragraph hereto.




          “Subsidiary” shall mean, with respect to a specified Person, any corporation of which
securities having the power to elect a majority of that corporation’s board of directors (other
than securities having that power only upon the happening of a contingency that has not occurred)
are held by such Person or one or more of its Subsidiaries.




          “Supplemental Offer Notice” shall have the meaning set forth in Section 6(b).




          “Supplemental Offer Acceptance” shall have the meaning set forth in Section 6(b).




          “Transfer” shall mean and include any direct or indirect offer for sale, sale,
assignment, transfer, pledge, encumbrance, or other disposition of, or the subjecting to a security
interest of, any Capital Stock or any disposition of any Capital Stock or of any interest therein
which would constitute a sale thereof within the meaning of the Securities Act.




          “Warrants” shall have the meaning set forth in the Certificate of Incorporation.




          “Winn” shall mean Stephen T. Winn, an individual residing at 10201 Inwood Road,
Dallas, Texas 75229, his Affiliates, including without limitation his heirs, personal
representatives, successors and permitted assigns and Seren Capital, Ltd., a Texas limited
partnership and its Affiliates.







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     2. Board of Directors and Committees.



          (a) Each of the parties hereto agrees to vote all Capital Stock of the Company now owned or
hereafter acquired by such party so that the Company’s Board of Directors shall consist of no more
than nine (9) members and the number of members on the Company’s Board of Directors shall at all
times equal the number of persons which have been designated from time to time in accordance with
Section 2(b) below. If any Shareholder which has the right to designate a member of the Board of
Directors in accordance with Section 2(b) has not designated such member to the Company’s Board of
Directors, each of the parties hereto agrees that such Shareholder may designate a member of the
Board of Directors at any time, or from time to time, and the parties shall vote, to the extent
possible, all Capital Stock of the Company to elect such designee. Until such time as any
Shareholder which has the right to designate a member of the Board of Directors in accordance with
Section 2(b) has designated such member to the Company’s Board of Directors, the number of members
on the Company’s Board of Directors shall be reduced by the number of members which have not yet
been designated.




          (b) Each of the parties further covenants and agrees to vote (at a meeting or by written
consent) all Capital Stock of the Company now owned or hereafter acquired by such party (and
attend, in person or by proxy, all meetings of shareholders called for the purpose of electing
directors), and the Company agrees to take all actions (including, but not limited to the
nomination of specified persons) to cause and maintain the election to the Board of Directors of
the following:





     (i) with respect to the three (3) persons to be elected by the holders of the
Series A Stock pursuant to the Certificate of Incorporation (the “Series A
Directors”), such directors shall be designated as follows: (A) for so long as
Apax holds shares of Series A Stock in an amount equal to at least 50% of the
aggregate number of shares of Series A Stock issued to Apax on the Series A Closing
Date (subject to appropriate adjustment in the event of any stock dividend, stock
split, combination or other similar recapitalization affecting such shares), then
two (2) of the Series A Directors shall be designees of Apax, one of whom shall be
Jason Wright as of the date hereof; (B) if, and for so long as, Apax holds shares of
Series A Stock in an amount equal to less than 50% of the aggregate number of shares
of Series A Stock issued to Apax on the Series A Closing Date (subject to
appropriate adjustment in the event of any stock dividend, stock split, combination
or other similar recapitalization affecting such shares), then at least one (1) of
the Series A Directors shall be a designee of Apax; (C) for so long as Advance
Capital holds shares of Series A Stock in an amount equal to at least 50% of the
aggregate number shares of Series A Stock issued to Advance Capital on the Series A
Closing Date (subject to appropriate adjustment in the event of any stock dividend,
stock split, combination or other similar recapitalization affecting such shares),
then at least one (1) of the Series A Directors shall be a designee of Advance
Capital, who shall be Jeffrey Leeds as of the date hereof; and (D) any remaining
directors entitled to be elected by the holders of the Series A Stock shall be
designated by the holders of a majority of the Series A Stock;



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     (ii) with respect to the two (2) directors to be elected by the holders of
Series A1 Preferred Stock pursuant to the Certificate of Incorporation, such
director shall be designated as follows: (A) for so long as Winn holds shares of
Series A1 Stock in an amount equal to at least 50% of the aggregate number of shares
of Series A1 Stock issued to Winn on the Series A1 Closing Date (subject to
appropriate adjustment in the event of any stock dividend, stock split, combination
or other similar recapitalization affecting such shares), then the two (2) Series A1
Directors shall be designees of Winn, one of whom shall be Winn as of the date
hereof; and (B) if, and for so long as, Winn holds shares of Series A1 Stock in an
amount equal to less than 50% of the aggregate number of shares of Series A1 Stock
issued to Winn on the Series A1 Closing Date (subject to appropriate adjustment in
the event of any stock dividend, stock split, combination or other similar
recapitalization affecting such shares), then at least one (1) of the Series A1
Directors shall be a designee of Winn;




     (iii) with respect to the one (1) director to be elected by the holders of the
Common Stock pursuant to the Certificate of Incorporation, such director shall be
designated by Winn, who shall be Richard M. Berkeley as of the date hereof; and




     (iv) with respect to the three (3) directors to be elected by the holders of
the Common Stock and the Preferred Stock, pursuant to the Certificate of
Incorporation (the “Independent Directors”), such directors shall be
designated jointly by Apax and Winn upon mutual agreement, who shall be independent
directors not affiliated with any Shareholder, and two (2) of whom shall be as of
the date hereof Alfred R. Berkeley and Max Hopper (it being understood and agreed
that the familial relationship between Alfred R. Berkeley and Richard M. Berkeley
does not constitute an affiliation for purposes of this clause (iv)).



     Subject to the fiduciary obligations of each member of the Board of Directors, and so long as
the relevant ownership levels set forth above continue to be satisfied, no party hereto shall vote
to remove any member of the Board of Directors designated and/or elected in accordance with the
aforesaid procedure unless the persons or groups so designating and/or electing such director as
specified above so vote or direct that such director shall be removed, and in such event, all
parties hereto shall vote in favor of the removal of such director.



     Any vacancy on the Board of Directors created by the resignation, removal, incapacity or death
of any person designated under this Section 2(b) shall be filled by another person designated
and/or elected in a manner so as to preserve the constituency of the Board of Directors as provided
above.



          (c) Notwithstanding the foregoing and in accordance with the Certificate of Incorporation,
upon the occurrence of an Event of Default each Shareholder agrees that it will promptly vote its
shares of Capital Stock now owned or hereafter acquired by such Shareholder as necessary to cause
(i) the removal of the three (3) Independent Directors then serving on the






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Board of Directors and (ii) the prompt election to the Board of Directors of three individuals
designated by Apax (“Default Directors”) to replace the Independent Directors so removed.




          (d) Each of Apax, Advance Capital and Winn hereby agrees, that for so long as they shall have
the right to designate a member of the Board of Directors in accordance with Section 2(b) above, to
take all actions, or cause there respective designees to take all actions (including, but not
limited to the nomination of specified persons) to cause:





     (i) the Board of Directors to appoint the following individuals to the
Compensation Committee of the Board of Directors: Winn and one such Series A
Director as may be designated by Apax;




     (ii) the Board of Directors to appoint the following individuals to the Audit
Committee of the Board of Directors: Winn and one such Series A Director as may be
designated by Apax; and




     (iii) the Board of Directors to appoint, upon the formation of a special
committee of the Board of Directors, the following individuals to such special
committee: Winn and one such Series A Director as may be designated by Apax;
provided, however, that any special committee formed for the purpose of addressing
transactions or other matters involving Winn shall not include Winn or any director
designated by Winn pursuant to Section 2(b)(ii) or (2)(b)(iii) as a member and any
special committee formed for the purpose of addressing transactions or other matters
involving Apax shall not include any Series A Director designated by Apax as a
member.



          So long as Richard M. Berkeley is a member of the Board of Directors, Mr. Berkeley shall
receive notice of and may attend all meetings of the committees of the Board of Directors in a
non-voting observer capacity and shall be entitled to receive all reports, presentations and
materials as if Mr. Berkeley was a member of any such committee of the Board of Directors. The
foregoing shall not be construed to restrict Mr. Berkeley from serving in a voting capacity on any
committee of the Board of Directors to which Mr. Berkeley is appointed.




          (e) Notwithstanding anything contained herein or in the Certificate of Incorporation (except
for Section IV.7 therein) or bylaws of the Company, with respect to any matter to be voted upon by
the Board of Directors, if a majority of the Series A Directors do not vote in favor of such
matter, then in order for such matter to be approved, a majority of the members of the Board of
Directors, including at least two (2) of the Independent Directors, must vote in favor thereof.




          (f) At any time in which Richard M. Berkeley is not a member of the Board of Directors, the
holders of a majority of the Series B Stock may designate one individual (the “Observer”)
to attend meetings of the Board of Directors and of all committees of the Board of Directors in a
non-voting observer capacity. The Observer shall receive notice of all such meetings and shall be
entitled to receive all reports, presentations and materials as if the






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Observer was a member of the Board of Directors and such committees of the Board of Directors;
provided that an Observer may be excluded from access to any material or meeting or portion thereof
if the Company believes that such exclusion is reasonably necessary to preserve the attorney-client
privilege, to protect highly confidential proprietary information or for other similar reasons.
The Observer shall be subject to the Company’s approval, which approval shall not be unreasonably
withheld. Camden will, and will cause the Observer to, hold in confidence and trust, and not use
or disclose (except to Camden and its financial, legal or other advisors, provided such advisors
agree to hold such confidential information in confidence), any confidential information of the
Company provided to or learned by the Observer in connection this paragraph (f).




     3. Advance Capital Redemption.



          (a) The Company agrees that if as of December 31, 2011, (i) the Company has not completed a
Liquidation or a Qualified IPO and (ii) the holders of a majority of the shares of the Series A
Stock have not given the Company notice to redeem all of the outstanding Series A Stock, in
accordance with the Certificate of Incorporation, Advance Capital may prior to January 30, 2011
require the Company to redeem all or any portion of its Series A Stock, in accordance with the
procedures set forth herein, so long as, as of the date of each redemption payment, the Company has
cash in excess of the amounts of cash projected to be required pursuant to the budget as approved
in accordance with Section 11(b) for the three-month period following such payment; provided that
if the Company does not make a redemption payment when due, it shall make such payment as soon as
the foregoing condition is satisfied; provided further, however, that, notwithstanding the
foregoing and Section 7 of the Certificate of Incorporation, the parties agree to vote all Capital
Stock of the Company now owned or hereafter acquired by such party, and the Company agrees to use
reasonable efforts (1) to authorize and issue Capital Stock of the Company which shall be junior
and subordinate to the Series A Stock, the Series A1 Stock, the Series B Stock and the Series C
Stock and (2) to sell such Capital Stock in order to raise funds necessary to redeem the Series A
Stock of Advance Capital if the Company cannot pay the Redemption Price because of any failure of
the Company to satisfy a condition set forth in this Section 3(a). The Company’s inability to pay
the Redemption Price to Advance Capital shall not be deemed an Event of Default by the Company.




          (b) If Advance Capital wishes to elect the Company to redeem all or any portion of its Series
A Stock pursuant to this Section 3, Advance Capital shall send written notice to the Company, at
least one hundred and eighty (180) days prior to the intended date of redemption of such Series A
Stock (the “Series A Redemption Date”), setting forth the number of shares to be redeemed;
provided, however, that if during such one hundred and eighty (180) day period, the holders of a
majority of the shares of the Series A Stock require the Company to redeem all or any portion of
the outstanding Series A Stock by giving appropriate notice, then the shares of Series A Stock of
Advance Capital shall be redeemed with the shares of Series A Stock of the remaining holders and
the Series A Redemption Date shall be delayed to coincide with the redemption date of the other
Series A Shareholders, in accordance with the Certificate of Incorporation.







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          (c) The Company shall redeem the Series A Stock which Advance Capital has elected to have
redeemed at the Redemption Price and in accordance with the procedures provided for in the
Certificate of Incorporation without giving effect to any amendments thereto after the date hereof
(unless the Company shall have obtained written consent of the holders of a majority of the Capital
Stock held by Advance Capital); provided that if Advance Capital does not agree with the
determination of Fair Market Value (as defined in the Certificate of Incorporation) of the Series A
Stock, the Fair Market Value shall be based upon a valuation of an independent third party duly
qualified to perform such valuations, chosen by mutual agreement between the Company and Advance
Capital.




          (d) Nothing in this Section 3 shall limit any of Advance Capital’s rights under the
Certificate of Incorporation.




     3A.Apax Voting Provision. Apax shall not vote in favor of or grant its consent to any
action contemplated by Section IV.7A of the Company’s Certificate of Incorporation that requires
either the consent of holders of 90% of the Series A Stock or the approval of all of the directors
elected by the holders of the Series A Stock (the “Specified Actions”) without obtaining
the written consent of Advance Capital Management LLC (or any Affiliate thereof designated by
Advance Capital Management LLC in connection with Advance Capital Management LLC’s dissolution) to
vote in favor of or to grant consent to such action; provided that Apax shall not be so restricted
in voting or granting its consent if Apax’s voting in favor of or granting of consent to a
Specified Action would result in the holders of 90% of the then outstanding Series A Stock voting
in favor of or consenting to such Specified Action.



     4. Sale of the Company.



          (a) If, at any time, after December 31, 2011 the Series A Directors designated by Apax and all
of the Independent Directors determine it is appropriate to conduct a Sale of the Company, then the
Company shall undertake reasonable steps to solicit offers for a Sale of the Company, including
retaining an investment banker.




          (b) If the conditions set forth in Section 4(a) have been satisfied and the Company receives a
bona fide offer to purchase either all of its Capital Stock or all or substantially all of its
assets (including by means of a merger or consolidation) at a price which results in (i) the Series
A Shareholders receiving at least 3.5 times the Series A Issue Price per share of Series A Stock
and (ii) the remaining shareholders receiving the amount they would have received upon a
Liquidation of the Company in accordance with the Certificate of Incorporation, which resulted in
the Series A Shareholders receiving such amount, then Winn shall vote all of his shares of Series
A1 Stock and Common Stock for approval of such Sale of the Company and shall agree to sell such
Capital Stock if the transaction is in the form of a sale of stock; provided, however, that Winn
shall not be obligated by this Section 4(b) if either (A) the offer or transaction referenced in
this Section 4(b) is revised, or circumstances under which the transaction would be consummated
change, such that such transaction, if consummated, would fail to satisfy the requirements of this
Section 4(b), or (B) for any reason the Warrants would not vest and become exercisable in their
entirety prior to or in connection with such transaction, so long as the Warrants shall not have
expired in accordance with their terms.







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     5. Restrictions on Transfer. No Shareholder shall Transfer any Capital Stock of the
Company or any interest therein to any Person except (a) subject to Section 15(b), pursuant to a
Permissible Transfer (as defined below) or (b) if the Transfer complies with Section 6 and, if
applicable, Section 7 hereof, and, unless in each case, the Transfer complies with applicable
federal and state securities laws. The following Transfers shall be considered “Permissible
Transfers”:



          (a) each Shareholder that is an individual may Transfer its Capital Stock of the Company to:





     (i) (A) the spouse of such Shareholder, (B) the siblings (whether by whole or
half blood), ancestors and lineal descendants of such Shareholder and/or spouse of
such Shareholder or (C) the children and spouses of any person described in the
foregoing provisions of this Section 5(a)(i);




     (ii) any Person receiving such Capital Stock of the Company from such
Shareholder at such Shareholder’s death pursuant to an irrevocable trust, a will or
the laws of intestate succession, provided that under the terms of such trust, will
or under the applicable laws of intestate succession, such Capital Stock of the
Company is Transferred solely to one or more Persons otherwise referenced in this
Section 5(a);




     (iii) any trust or limited partnership established for the benefit of any of
the foregoing; or




     (iv) another Person that such transferring Shareholder or previous Permissible
Transferee of such Shareholder set forth in (i) through (iii) of this subparagraph
(a) controls or manages, is controlled or managed by or is under common management
or control with, whether through ownership of equity interests, by contract or
otherwise;



          (b) each Shareholder which is not an individual may Transfer a portion or all of its Capital
Stock of the Company (i) to another Person that such transferring Shareholder controls or manages,
is controlled or managed by or is under common management or control with, whether through
ownership of equity interests, by contract or otherwise, (ii) to such Shareholder’s members or
partners, (iii) by granting a lien on such Capital Stock of the Company to secure such
Shareholder’s installment note obligations to a Person who transferred such Capital Stock of the
Company to such Shareholder in connection with such Person’s estate planning or (iv) pursuant to an
estate planning vehicle approved by the Board of Directors, in each case in a transaction in which
a portion or all of such Shareholder’s Capital Stock of the Company is so Transferred;




     For purposes hereof, the Persons described in paragraphs (a) and (b)(i) above with regard to a
Shareholder shall be deemed “Affiliates” of such Shareholder.



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          (c) each Shareholder may Transfer its shares of Capital Stock to the Company; and




          (d) in addition to the foregoing, Winn may Transfer up to 5% of his or their shares of Capital
Stock of the Company (calculated in the aggregate, on an as converted, fully diluted basis as of
the Series A Closing Date) to any Person from time to time in one or more transactions.




     6. Right of First Offer.



          (a) Except for a Permissible Transfer, if, at any time after the date hereof, a Shareholder
(the “ROFO Seller”) desires to Transfer any or all of its shares of Capital Stock of the
Company (the “Offered Securities”) other than pursuant to Section 4 or a Sale of the
Company approved by the requisite vote of the members on the Company’s Board of Directors and the
Shareholders, then such ROFO Seller shall deliver a written notice to the other Preferred
Shareholders (the “Offer Notice”) of the ROFO Seller’s desire to Transfer such Offered
Securities. The Offer Notice shall disclose (i) the identity of the Proposed Transferee, if any,
(ii) the number of Offered Securities proposed to be Transferred, (iii) the terms and conditions of
the proposed Transfer of the Offered Securities, including the price per share to be paid, and (iv)
any other material facts relating to the proposed Transfer.




          (b) Upon receipt of the Offer Notice, each Preferred Shareholder shall have the right and
option to elect to purchase, at the price and on the terms stated in the Offer Notice, such
Preferred Shareholders’ pro rata portion of the total number of Offered Securities equal to the
product obtained by multiplying (i) the Offered Securities, by (ii) a fraction, the numerator of
which is the number of shares held by such Preferred Shareholder (calculated on an as converted
basis) and the denominator of which is the sum of the total number of shares of Capital Stock of
the Company at that time owned by such Preferred Shareholder and all other Preferred Shareholders
electing to purchase Offered Securities (calculated on an as converted basis) in accordance with
Section 6(c). If (x) any Preferred Shareholder has delivered an Offer Acceptance (as defined
below) providing for such Preferred Shareholder to purchase its full pro rata portion of the
Offered Securities (each such Preferred Shareholder, a “Pro Rata Purchaser”) and (y) not
all of the Offered Securities have been proposed to be purchased pursuant to all Offer Acceptances,
then the Company shall deliver a written notice (the “Supplemental Offer Notice”) to the
Pro Rata Purchasers within five (5) days after the expiration of the ten (10) Business Day period
described in clause (c) below, and all Pro Rata Purchasers shall have the right to purchase any
remaining Offered Securities, which shall, if necessary, be allocated pro rata among the Pro Rata
Purchasers according to their holdings of the Company’s shares of Capital Stock (determined on an
as converted basis), which right to purchase shall be exercised by a Pro Rata Purchaser delivering
a supplemental written notice (a “Supplemental Offer Acceptance”) to the Company within
five (5) days after delivery of the Supplemental Offer Notice setting forth the greatest number of
remaining Offered Securities such Pro Rata Purchaser desires to purchase. Notwithstanding any
provision of this Section 6 to the contrary, if the Preferred Shareholders collectively fail to
elect to purchase all of the Offered Securities, then no Preferred Shareholder shall have the right
to purchase any Offered Securities.







12









 








          (c) Any election to purchase Offered Securities shall be made by written notice (an “Offer
Acceptance”) to the ROFO Seller and the Company within ten (10) Business Days following
delivery of the Offer Notice stating the greatest number of Offered Securities such Preferred
Shareholder is willing to purchase. Thereupon, or, if applicable, the day after the expiration of
the five (5) day period for delivery of the Supplemental Offer Acceptance, the ROFO Seller shall
sell the Offered Securities to any Preferred Shareholder which has timely delivered an Offer
Acceptance, at the price and on the terms stated in the Offer Notice.




          (d) If the Preferred Shareholders fail to purchase in the aggregate all of the Offered
Securities, the ROFO Seller may proceed with a sale of the Offered Securities within ninety (90)
Business Days after the Offer Notice, subject to full compliance with Section 7 hereof, to any
Person reasonably acceptable to the Company for the price and on the terms specified in the Offer
Notice. If the Offered Securities are not sold pursuant to the provisions of this Section 6 such
Capital Stock shall again be subject to the restrictions contained in this Agreement and shall not
be Transferred, except in compliance with the applicable provisions of this Agreement.




     7. Co-Sale Rights.



          (a) The Series A Shareholders, the Series B Shareholders and the Series C Shareholders may
elect to participate in the transaction contemplated by Section 6(d) with respect to a Transfer of
any Offered Securities owned by any holder of Series A1 Preferred Stock or any shares of Capital
Stock owned, directly or indirectly, by Winn (the “Co-Sale Securities”), except for a
Permissible Transfer. For purposes of this Section 7, Winn and any holder of Series A1 Stock who
has delivered an Offer Notice shall be referred to as the “Co-Sale Seller.”




          (b) Upon receipt of the Offer Notice described in Section 6 above with respect to an offer to
sell Co-Sale Securities, each Series A Shareholder, each Series B Shareholder and each Series C
Shareholder shall have the right and option during the twenty (20) Business Day period following
receipt of the Offer Notice to elect to sell, at the price and on the same terms and conditions
stated in the Offer Notice, a number of shares of Series A Stock, Series B Stock or Series C Stock,
as applicable, equal to the product obtained by multiplying (i) the Co-Sale Securities subject to
the Offer Notice (calculated on an as converted basis), by (ii) a fraction, the numerator of which
is the number of shares of Series A Stock held by such Series A Shareholder (calculated on an as
converted basis), the number of shares of Series B Stock held by such Series B Shareholder
(calculated on an as converted basis), or the number of shares of Series C Stock held by such
Series C Shareholder (calculated on an as converted basis), as applicable, and the denominator of
which is the sum of the total number of shares of Capital Stock of the Company at that time owned
by such Series A Shareholder, Series B Shareholder or Series C Shareholder, as applicable, and all
other holders of Preferred Stock (including the Co-Sale Seller and calculated on an as converted
basis) electing to sell.




          (c) Any such election shall be made by written notice (a “Co-Sale Acceptance”) to the
Co-Sale Seller within twenty (20) Business Days following delivery of the Offer Notice. Thereupon,
the Co-Sale Seller shall not sell any of the subject Co-Sale Securities until each Series A
Shareholder, Series B Shareholder and Series C Shareholder who has timely






13









 







delivered a Co-Sale Acceptance shall have been afforded the opportunity to sell its pro rata
share (calculated pursuant to paragraph (b) above) of its shares of Series A Stock, Series B Stock
or Series C Stock, as applicable, in respect of which such Co-Sale Acceptance shall have been
delivered, at the price and on the same terms and conditions as set forth in the Offer Notice to
the same purchaser as identified by the Co-Sale Seller. To the extent one or more holders of
Series A Stock, Series B Stock or Series C Stock exercise their right of participation in
accordance with the terms and conditions set forth in this Section 7, the number of Co-Sale
Securities that the Co-Sale Seller may sell hereby shall be correspondingly reduced. If any of the
holders of Series A Stock, Series B Stock or Series C Stock do not provide a Co-Sale Acceptance
pursuant to this Section 7(c) in respect of their pro rata share of the Co-Sale Securities, the
Co-Sale Seller may proceed with a sale of the Co-Sale Securities within ninety (90) Business Days
of the Offer Notice, pursuant to Section 6(d). Any Series A Stock, Series B Stock or Series C
Stock not sold pursuant to the provisions of this Section 7 shall again be subject to the
restrictions contained in this Agreement and shall not thereafter be Transferred, except in
compliance with the applicable provisions of this Agreement.




          (d) All fees, costs and expenses incurred in connection with a Transfer under this Section 7
in which a Series A Shareholder, Series B Shareholder or Series C Shareholder participates shall be
borne ratably by those sellers participating in such sale, provided that each seller shall be
responsible for the fees and disbursements of its own legal counsel in connection with such sale.




     8. Pre-emptive Rights.



          (a) If at any time after the date hereof, the Company wishes to issue any shares, interests,
participations, rights in or other equivalents (however designated and whether voting or
non-voting) of the Company’s capital stock or any rights, warrants or options exercisable or
exchangeable for or convertible into such capital stock (the “Pre-emptive Securities”) to
any Person, the Company shall promptly deliver a notice of its intention to effect such issuance
(the “Notice of Intention to Sell”) to the holders of Series A Stock, so long as at least
7,903,125 shares of Series A Stock are outstanding (as adjusted for any combinations, divisions or
similar recapitalizations affecting such shares), to the holders of Series B Stock, so long as at
least 812,500 shares of Series B Stock are outstanding (as adjusted for any combinations, divisions
or similar recapitalizations affecting such shares), to the holders of Series C Stock, so long as
at least 750,000 shares of Series C Stock are outstanding (as adjusted for any combinations,
divisions or similar recapitalizations affecting such shares), and to the holders of Series A1
Stock, so long as at least 5,050,000 shares of the Series A1 Stock are outstanding (as adjusted for
any combinations, divisions or similar recapitalizations affecting such shares) (collectively, each
are referred to herein as an “Eligible Shareholder”), setting forth a description of the
Capital Stock to be issued, the proposed purchase price thereof and terms of the sale (a
“Pre-emptive Sale”). Upon receipt of the Notice of Intention to Sell, each Eligible
Shareholder shall have the right to elect to purchase, at the price and on the terms stated in the
Notice of Intention to Sell, the number of the shares of Capital Stock equal to the product of (i)
a fraction, the numerator of which is such Eligible Shareholder’s aggregate ownership of shares of
Common Stock (assuming conversion of all shares of Preferred Stock) and the denominator of which is
the number of shares held by all holders of Capital Stock of the Company (calculated on






14









 







a fully-diluted basis but only including options or warrants which are then currently
exercisable), multiplied by (ii) the number of shares of Pre-emptive Securities to be issued
(calculated on an as converted basis). Such election is to be made by the Eligible Shareholders by
written notice to the Company within thirty (30) Business Days after receipt by the Eligible
Shareholders of the Notice of Intention to Sell. Each Eligible Shareholder shall also have the
option, exercisable by so specifying in such written notice, to purchase on a pro rata basis
similar to that described above, any remaining number of shares of Capital Stock of the Company
subject to purchase by Eligible Shareholders under this Section 8(a) (the “Maximum Pre-emptive
Number”) not purchased by other Eligible Shareholders, in which case the Eligible Shareholders
exercising such further option shall be deemed to have elected to purchase such remaining portion
of the Maximum Pre-emptive Number of shares of Capital Stock of the Company on such pro rata basis,
up to the Maximum Pre-emptive Number of shares of Capital Stock of the Company which such Eligible
Shareholder shall have specified until either (A) no Eligible Shareholder shall have elected to
purchase any further amount of the shares of Capital Stock of the Company which are the subject of
the Notice of Intention to Sell or (B) the Maximum Pre-emptive Number of shares of Capital Stock of
the Company shall have been subscribed for by the Eligible Shareholder(s). The Company shall
promptly notify each electing Eligible Shareholder in writing of each notice of election received
from other Eligible Shareholders pursuant to this Section 8(a).




          (b) If an Eligible Shareholder gives the Company notice, pursuant to the provisions of this
Section 8, that such Eligible Shareholder desires to purchase any of the shares of Capital Stock of
the Company, payment therefor shall be by check or wire transfer, against delivery of the
securities at the executive offices of the Company not later than the closing date for the
Pre-emptive Sale. The Company shall give each Eligible Shareholder not less than five (5) Business
Days prior written notice of the closing date for the Pre-emptive Sale, together with appropriate
payment instructions.




          (c) The pre-emptive rights contained in this Section 8 shall not apply to (i) Pre-emptive
Securities that are not ultimately sold by the Company and (ii) Capital Stock of the Company issued
in any of the following circumstances: (A) shares of Common Stock issued upon the conversion of the
Preferred Stock, (B) shares of Common Stock issued in connection with any stock split or stock
dividend, (C) shares of Common Stock issued or issuable upon exercise (in accordance with the terms
thereof) of the Warrants, (D) shares of Common Stock issuable upon the exercise of stock options or
other awards made or denominated in shares of Common Stock under any of the Company’s stock plans
for employees, consultants or directors including any stock option, stock purchase, restricted
stock or similar plan hereafter adopted by the Board of Directors and, if required by applicable
law, approved by the stockholders of the Company, (E) shares of Common Stock issuable upon the
exercise of warrants for the purchase of up to an aggregate of 600,000 shares of Common Stock
issued from time to time to significant customers of the Company, (F) 5% of the outstanding Common
Stock or other equivalents of the Common Stock (on a fully diluted basis) issued pursuant to a
strategic partnership, joint venture, and similar arrangements, the acquisition of a business
(including, without limitation, by way of an acquisition of capital stock) or the assets of a
business (which assets do not consist primarily of cash or cash equivalents), research and
development agreement, product development or






15









 







marketing agreement or similar arrangement, in any case as approved by the Board of Directors
and (G) pursuant to a Qualified IPO.




          (d) If the Company, having complied with the provisions of this Section 8, fails to consummate
the sale or issuance of Capital Stock within ninety (90) days following the expiration of the time
provided above for exercise of the preemptive rights set forth in this Section 8, such Capital
Stock of the Company, as the case may be, shall again be subject to all of the restrictions of this
Agreement.




          (e) Any Shareholder’s rights under Section 8 may be exercised by any Affiliate which agrees to
become a party to the Agreement upon its acquisition of the Company’s Capital Stock.




     9. Public Offering. The parties hereto agree that, in connection with an underwritten
public offering by the Company of any its Capital Stock, if agreed to by a majority of the holders
of each class or series of Capital Stock of the Company, they shall not 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) and if so requested by the managing underwriter they shall execute an agreement with
respect to the foregoing.



     10. Restrictive Legends on Capital Stock.



          (a) Each certificate evidencing shares of Capital Stock (including each certificate evidencing
shares of Preferred Stock held by subsequent transferees of any such certificate), shall be stamped
or otherwise imprinted with a legend in substantially the following form:





THE OFFER AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAW. NEITHER THE SECURITIES NOR ANY PORTION THEREOF OR INTEREST THEREIN,
MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED AND
QUALIFIED IN ACCORDANCE WITH SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR,
IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH REGISTRATION
AND QUALIFICATION ARE NOT REQUIRED.



          (b) Each certificate evidencing shares of Capital Stock (including each certificate evidencing
shares of Preferred Stock held by subsequent transferees of any such certificate), shall also be
stamped or otherwise imprinted with a legend (for so long a such legend may be applicable) in
substantially the following form:







16









 









THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS
AGREEMENT AMONG THE COMPANY AND CERTAIN OF ITS SHAREHOLDERS, AS AMENDED AND MODIFIED
FROM TIME TO TIME. A COPY OF SUCH SHAREHOLDERS AGREEMENT SHALL BE FURNISHED WITHOUT
CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.



          (c) Each certificate evidencing shares of Preferred Stock issued upon any Transfer (and each
certificate evidencing any untransferred balance of such securities) shall bear the legends set
forth above unless, with regard to the legend described in Section 10(b) above, such securities are
no longer subject to this Agreement and, with regard to the legend described in Section 10(a)
above, (i) in the opinion of counsel (which opinion is reasonably acceptable to the Company)
addressed to the Company the registration of future Transfers is not required by the applicable
provisions of the Securities Act or applicable state securities laws; (ii) the Company shall have
waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the
Company, such Transfer shall have been made in connection with an effective registration statement
filed pursuant to the Securities Act or an exemption therefrom.




     11. Information Rights. In addition to any rights under applicable law, the Company
shall provide Apax, Advance Capital, Camden and Winn with:



          (a) Financial Statements. (i) a true and complete copy of monthly financial statements
comparing actual performance to comparable financial statements of the prior year and the budget
for such period, within thirty (30) Business Days after the end of each month; (ii) quarterly
financial summary, in a form provided by Apax, signed by the Company’s chief executive officer or
chief financial officer, within forty-five (45) Business Days after the end of each quarter; and
(iii) annual financial statements, audited by an accounting firm of national standing, within one
hundred (120) Business Days after the end of each year; and




          (b) Budget. its annual budget and strategic plan at the first scheduled meeting of the
Board of Directors for each year, but in no event later than March 15th of each year,
approved by the Board of Directors; provided, however, that until such time as two (2) Independent
Directors have been elected to the Board of Directors such budget must be approved by the Series A
Directors designated by Apax.




     Apax, Advance Capital, Camden and Winn will, and will instruct each of their respective
Affiliates and advisors to, hold in confidence all such information, will use such information only
in connection with governing the affairs of the Company and, if this Agreement is terminated in
accordance with its terms, will deliver promptly to the Company all copies of such information (and
any copies, compilations or extracts thereof or based thereon) then in their possession or under
their control.



     12. Termination. Upon the consummation of a Qualified IPO, distribution of all assets
of the Company pursuant to a Liquidation, a redemption of all of the outstanding Series A Stock,
Series B Stock and Series C Stock or a conversion of all of the outstanding Series A Stock, Series
A1 Stock, Series B Stock and Series C Stock, this Agreement shall terminate.



17









 





     13. Aggregation of Stock. With respect to any Shareholder, all shares of Series A
Stock, Series A1 Stock, Series B Stock, Series C Stock and Common Stock held or acquired by any
Affiliate of such Shareholder shall be aggregated together with any shares held by such Shareholder
for the purpose of determining the availability of any rights under this Agreement.



     14. Remedies. The rights, powers and remedies of the parties under this Agreement are
cumulative and not exclusive of any other right, power or remedy which such parties may have under
any other agreement or law. No single or partial assertion or exercise of any right, power or
remedy of a party hereunder shall preclude any other or further assertion or exercise thereof. Any
purported Transfer in violation of the provisions of this Agreement shall be void. Each
Shareholder, in addition to being entitled to exercise all rights provided herein, in the Company’s
Certificate of Incorporation or granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement. The Company and the other parties hereto
agree that monetary damages may not be adequate compensation for any loss incurred by reason of a
breach of any of the provisions of this Agreement and hereby agree to waive the defense in any
action for specific performance that a remedy at law would be adequate.



     15. Successors and Assigns: Agreement to be Bound.



          (a) Except as otherwise expressly provided herein, this Agreement shall bind and inure to the
benefit of the Company, each of the Shareholders and the respective successors or heirs and
personal representatives and permitted assigns of the Company and each of the Shareholders;
provided, that the Company shall have no right to assign its rights, or to delegate its
obligations hereunder, without the prior written consent of the Shareholders. It is understood and
agreed among the parties hereto that this Agreement and the covenants made herein are made
expressly and solely for the benefit of the other party or parties hereto (or their respective
successors or permitted assigns), and that no other Person shall be entitled or be deemed to be a
third-party beneficiary of any party’s rights under this Agreement.




          (b) Each Shareholder agrees further that it shall not Transfer any Capital Stock of the
Company to any Person not a party to this Agreement unless such Person contemporaneously with such
Transfer executes and delivers to the Company an agreement to be bound by the Shareholder’s
obligations hereunder, whereupon the parties hereto agree that such Person shall have the same
rights and obligations under this Agreement as the Shareholder effecting such Transfer of Capital
Stock of the Company.




          (c) The Company further agrees that it shall be a condition precedent to any future issuance
of Capital Stock that the Person to whom such Capital Stock of the Company is to be issued becomes
subject to the terms and conditions of this Agreement as a Shareholder and agrees in writing to be
bound hereby, except with respect to any Capital Stock of the Company issued upon the exercise of
stock options or other awards made under any of the Company’s stock plans and any Capital Stock of
the Company issued pursuant to a strategic partnership, joint venture, and similar arrangements,
the acquisition of a business (including, without limitation, by way of an acquisition of capital
stock) or the assets of a business (which assets do not consist primarily of cash or cash
equivalents), research and development agreement, product






18









 







development or marketing agreement or similar arrangement, in any case as approved by the
Board of Directors pursuant to Section 8(c)(ii)(F) above.




     16. Entire Agreement. This Agreement, together with the exhibits and schedules hereto,
is intended by the parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto in respect of the
subject matter contained herein and therein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein or therein. This Agreement,
together with the exhibits and schedules hereto, supersede all prior agreements and understandings
between any of the Shareholders and the Company or any predecessor to the Company, including,
without limitation, the Prior Agreement, that certain term sheet, dated August 9, 2003, among the
Company and Apax Partners, Inc. and any term sheet among the Company and Camden and/or any of its
Affiliates.



     17. Waiver and Termination of Agreements.



          (a) Notwithstanding anything hereunder to the contrary, the parties agree and acknowledge
that, pursuant to the Prior Agreement (i) that certain Stockholders Agreement, dated December 17,
1999 (the “December 17, 1999 Agreement”), and/or that certain Series A/B Convertible Participating
Preferred Stock Purchase Agreement, dated as of December 17, 1999 were each terminated as of the
Series A Closing Date, (ii) such parties waived any and all of their respective rights which they
may have had with respect to such agreements, including any and all of such respective rights
relating to the Contemplated Transactions (as defined in that certain Securities Purchase
Agreement, dated as of December 30, 2003, by and among the Company and the Investors named therein
and (iii) notwithstanding the foregoing clause (ii), the Shareholders who were parties to the
December 17, 1999 Agreement did not waive any claims they may have had against each other but only
any claims each may have directly or indirectly against the Company or any of its officers or
directors in their capacities as such (including claims for indemnity). Each of the Shareholders
represents to each other Shareholder that it is not now aware of any claims such Shareholder may
have against any other Shareholder.




          (b) Notwithstanding anything hereunder to the contrary, the parties agree and acknowledge
that, pursuant to the Prior Agreement, (i) such parties waived any and all of their respective
rights which they may have had with respect to that certain Shareholders’ Agreement, dated as of
December 1, 1998, by and among RealPage Communications, Inc., a Texas corporation, and the
Shareholders (as defined therein), as amended (the “Other Shareholders Agreement”),
including any and all of such respective rights relating to the Contemplated Transactions (as
defined above) and (ii) Winn agreed that he would remain responsible for any and all obligations
with respect to the Other Shareholders Agreement to the extent that any parties thereto are not
parties to the Prior Agreement and agreed to indemnify and hold harmless the parties to the Prior
Agreement in the even the rights of any parties to the Other Shareholders Agreement conflict with
or otherwise impair the rights and benefits of the parties to the Prior Agreement.




     18. Notice and Addresses. Any notice, demand, request, waiver, or other communication
under this Agreement shall be in writing and shall be deemed to have been duly



19









 




given on the date of service, if personally served or sent by facsimile; on the Business Day
after notice is delivered to a courier or mailed by express mail, if sent by courier delivery
service or express mail for next day delivery; and on the third day after mailing, if mailed to the
party to whom notice is to be given, by first class mail, registered, return receipt requested,
postage prepaid and addressed as follows:




          if to the Company:



RealPage, Inc.

4000 International Parkway

Carrollton, Texas 75007-1913

Attention: Stephen T. Winn

Facsimile: 972.820.3913




          if to any Shareholder, to the address set forth on Schedule II,



or to such other address, with respect to any party, as such party shall give notice of in
accordance with this Section 18.




     19. Amendment and Waiver.



          (a) No failure or delay on the part of any of the parties hereto in exercising any right,
power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further exercise thereof or the
exercise of any other right, power or remedy.




          (b) Any amendment, supplement or modification of or to any provision of this Agreement shall
be effective only if it is made or given in writing and signed by the Company and the holders of
90% of each class or series of Capital Stock (even if a Shareholder is not directly affected by
such amendment, supplement or modification).




          (c) The observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively) by the party entitled to enforce
such term, but such waiver shall be effective only if it is in a writing signed by the party
entitled to enforce such term and against which such waiver is to be asserted.




     20. Signatures; Counterparts. Facsimile transmissions of any executed original
document and/or retransmission of any executed facsimile transmission shall be deemed to be the
same as the delivery of an executed original. At the request of any party hereto, the other
parties hereto shall confirm facsimile transmissions by executing duplicate original documents and
delivering the same to the requesting party or parties. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and
the same agreement.



20









 





     21. Captions. The captions in this Agreement are for convenience of reference only
and shall not be given any effect in the interpretation of this Agreement.



     22. Severability. If any one or more of the provisions contained in this Agreement,
or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any
respect for any reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions hereof shall not be in any way impaired, unless the
provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions of this Agreement. The parties hereto further agree to replace such invalid,
illegal or unenforceable provision of this Agreement with a valid, legal and enforceable provision
that will achieve, to the extent possible, the economic, business and other purposes of such
invalid, illegal or unenforceable provision.



     23. No Strict Construction. The parties hereto have been represented by counsel in
connection with this Agreement. The parties hereto have participated jointly in the negotiation
and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation
arises under any provision of this Agreement, this Agreement shall be construed as if drafted
jointly by the parties thereto, and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.



     24. Governing Law. This Agreement and (unless otherwise provided) all amendments
hereof and waivers and consents hereunder shall be governed by the internal laws of the State of
New York, without regard to the conflicts of law principles thereof which would specify the
application of the law of another jurisdiction.



     25. Jurisdiction. Each of the Shareholders and the Company (a) hereby irrevocably and
unconditionally submits to the exclusive jurisdiction of any court of the State of New York or any
federal court sitting in the State of New York for purposes of any suit, action or other proceeding
arising out of this Agreement or the subject matter hereof brought by the Company, or any
Shareholder and (b) hereby waives and agrees not to assert, by way of motion, as a defense, or
otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to
the jurisdiction of the above-named courts, that its property is exempt or immune from attachment
or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the
venue of the suit, action or proceeding is improper or that this Agreement or the subject matter
hereof may not be enforced in or by such court.



     26. Stock Splits, Stock Dividends, etc. In the event of any stock split, stock
dividend, recapitalization, reorganization or combination, any securities issued to the parties
shall be subject to this Agreement.



     27. Winn Warrant. With respect to the Warrants issued by the Company on December 30,
2003 to Winn and certain other individuals, and amended on February 22, 2008, Apax and Camden each
agrees that if such Warrants vest in accordance with their terms and the Company does not have
sufficient authorized common stock to allow exercise thereof, Apax and Camden shall each vote its
shares of Company stock for an increase in such authorized common stock to allow exercise thereof.




21












 





[Remainder of page intentionally left blank]




22









 





     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the
date first above written.



	 	 	 	 	 
	 	COMPANY:



REALPAGE, INC

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




STEPHEN T. WINN



STEPHEN T. WINN 1996 FAMILY LP A

 	 
	 	By:  	/s/ Stephen
T. Winn	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	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 	 
	 
	 	SEREN CATALYST LP

 	 
	 	By:  	 Seren Capital Management, L.L.C.,
 	 
	 	 	Its General Partner 	 
	 	 	 
	 	By:  	
/s/ Stephen
T. Winn	 
	 	 	Name:  	Stephen T. Winn 	 
	 	 	Title:  	Sole Manager and President 	 
	 



Signature Page to Fifth Amended and Restated Shareholders Agreement





 









 





	 	 	 	 	 
	 	APAX EXCELSIOR VI, L.P.

 	 
	 	By:  	 Apax Excelsior VI Partners, L.P.,
 	 
	 	 	Its General Partner 	 



	 	 	 	 	 
	 	By:  	Apax Managers, Inc.
 	 
	 	 	Its General Partner 	 



	 	 	 	 	 
	 	By:  	/s/ Robert Marsden
 	 
	 	 	Name:  	Robert Marsden 	 
	 	 	Title:  	CFO 	 



	 	 	 	 	 
	 	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/ Robert Marsden 	 
	 	 	Name:  	Robert Marsden 	 
	 	 	Title:  	CFO 	 



	 	 	 	 	 
	 	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/ Robert Marsden 	 
	 	 	Name:  	Robert Marsden 	 
	 	 	Title:  	CFO 	 



	 	 	 	 	 
	 	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/
Robert Marsden 	 
	 	 	Name:  	Robert Marsden 	 
	 	 	Title:  	CFO 	 



Signature Page to Fifth Amended and Restated Shareholders Agreement





 









 




	 	 	 	 	 
	 	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

 	 



Signature Page to Fifth Amended and Restated Shareholders Agreement


 








 




	 	 	 	 	 
	 	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	 
	 	 	Richard M. Berkeley 	 
	 	 	Managing Member 	 



	 	 	 	 	 
	 	CAMDEN PARTNERS STRATEGIC FUND III-A, 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	 
	 	 	Richard M. Berkeley 	 
	 	 	Managing Member 	 
	 



Signature Page to Fifth Amended and Restated Shareholders Agreement


 








 





	 	 	 	 	 
	 	
/s/ Timothy J. Barker	 
	 	
TIMOTHY J. BARKER

 	 



Signature Page to Fifth Amended and Restated Shareholders Agreement




 









 





Schedule I



To



Fifth Amended and Restated Shareholders Agreement



	 	 	 

	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.
	 

	 	Patricof Private Investment Club III, L.P.
	 

	 	Camden Partners Strategic Fund III, L.P.
	 

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

	 	Timothy J. Barker
	 
	 	 
	Major Shareholders and

	 	Stephen T. Winn
	Warrantholders

	 	Stephen T. Winn 1996 Family LPA
	 

	 	Seren Capital Ltd.
	 

	 	Seren Catalyst LP
	 

	 	Stephen T. Winn, separate property
	 

	 	Michael E. Mueller
	 

	 	Robert H. Dilworth
	 

	 	Melvin R. Woolf
	 

	 	Fabian R. Gordon
	 

	 	Bryan Vincent
	 

	 	Michael Polly





 









 





Schedule I (Continued)




Fifth Amended and Restated Shareholders Agreement



	 	 	 

	 

	 	Jason Russell
	 

	 	Camden Technology, Inc.
	 

	 	RE3, Inc.
	 

	 	United Dominion Realty Trust
	 

	 	Jeffrey Roper
	 

	 	Patricia Roper
	 

	 	Comerica Ventures Incorporated







 









 





Schedule I (Continued)




Fifth Amended and Restated Shareholders Agreement





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.

Seren Catalyst LP

Stephen T. Winn

Stephen T. Winn, separate property

Stephen T. Winn 1996 Family LP A



[***]




Advance Capital Partners, L.P.

Advance Capital Offshore Partners, L.P.

Jeffrey T. Leeds



c/o Jeffrey T. Leeds

Leeds Equity Partners, LLC

350 Park Avenue, 23rd Floor

New York, New York 10022



Ethan A. Budin



FlexPoint Partners

676 N. Michigan, Suite 3300

Chicago, Illinois 60611



Mark H. Sherman



[***]




 









 




Schedule I (Continued)




Fifth Amended and Restated Shareholders Agreement


Donald J. Edwards



c/o FlexPoint Partners

676 N. Michigan, Suite 330

Chicago, Illinois 60611



Joshua A. Sorensen



c/o Leeds Equity Partners, LLC

350 Park Avenue, 23rd Floor

New York, New York 10022



Robert T. Puopolo



Epic Partners

116 W. 23rd St. 5th

New York, NY 10011




Camden Partners Strategic Fund III, L.P.

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



500 E. Pratt Street, Suite 1200

Baltimore, Maryland 21202

Attention: Richard M. Berkeley

Facsimile: (410) 878-6850



James K. Malernee



c/o Cornerstone Research

599 Lexington Avenue

43rd Floor

New York, NY 10022



Timothy J. Barker



[***]



Michael E. Meuller



[***]




 









 




Schedule I (Continued)




Fifth Amended and Restated Shareholders Agreement


Robert H. Dilworth



[***]



Melvin R. Woolf



[***]



Fabian R. Gordon



[***]


Michael Polly



[***]



Jason Russell



[***]



Bryan Vincent



[***]



RE3, Inc.



Attn: Bill Licko

1745 Shea Center Drive

Suite 200

Highlands Ranch, CO 80129



Camden Technology, Inc.



Attn: Alex Jessett

3 Greenway Plaza

Houston, Texas 77046




 









 




Schedule I (Continued)




Fifth Amended and Restated Shareholders Agreement


United Dominion Realty Trust



Attn: David Messenger

1745 Shea Center Drive, Suite 200

Highlands Ranch, CO 80129




Jeffrey Roper

Patricia Roper



[***]



Comerica Ventures Incorporated



Attn: Joe Fisher

1717 Main Street

MC 6406, 5th Floor

Dallas, TX 75201



Sukhi Singh



[***]



Rajiv Naidu



[***]



Kevin Braun



[***]



Mike Lin



[***]



Ken Murai


[***]




 









 




Schedule I (Continued)




Fifth Amended and Restated Shareholders Agreement


Battery Ventures VIII, L.P.



930 Winter Street, Suite 2500

Waltham, MA 02451