Exhibit 4.5






Exhibit 4.5




REGISTRATION RIGHTS AGREEMENT




THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of
August 24, 2011, by and between RealPage, Inc., a Delaware corporation (the “Company”) and
John Helm and John H. Helm Revocable Trust (each a “Shareholder” and collectively, the
“Shareholders”).



RECITALS




WHEREAS, pursuant to that certain Agreement and Plan of Merger dated as of August 22, 2011, by
and among the Company, RP Newco IV Inc., a Delaware corporation, a wholly owned subsidiary of
Company, Multifamily Technology Solutions, Inc., a Delaware corporation, and Shareholder
Representative Services LLC, a Colorado limited liability company, in its capacity as
representative (the “Merger Agreement”), pursuant to which the Company will issue, and the
Shareholders will receive, Registrable Securities in partial payment of the Total Merger
Consideration (as defined in the Merger Agreement) in accordance with the terms and conditions
contained therein;



WHEREAS, the execution and delivery of this Agreement by the Shareholders and Company are
inducements and conditions precedent to the consummation of the transactions contemplated in the
Merger Agreement;



NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein and in
the Merger Agreement, and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:



1. Certain Definitions. Unless otherwise set forth in this Agreement, all capitalized
terms shall have the meaning set forth in the Merger Agreement. As used in this Agreement, the
following terms shall have the following respective meanings:



“Advice” has the meaning set forth in Section 2(d).



“Company” shall have the meaning set forth in the preamble and shall include the
Company’s successors by merger, acquisition, reorganization or otherwise.



“Company Indemnified Person” has the meaning set forth in Section 4(b).



“Company Violation” has the meaning set forth in Section 4(a).



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


 


 









 





“Common Stock” shall mean the common stock, par value $0.001 per share, of the
Company, and any other common equity securities issued by the Company, and any other
shares of stock issued or issuable with respect thereto (whether by way of a stock dividend or
stock split or in exchange for or upon conversion of such shares or otherwise in connection with a
combination of shares, recapitalization, merger, consolidation or other corporate reorganization).



“Escrow Agreement” shall mean that certain Escrow Agreement dated August _____, 2011, by
and among the Company, Shareholder Representative Services LLC, solely in its capacity as
representative of the stockholders of Multifamily Technology Solutions, Inc., and Computershare
Trust Company, N.A., as may be amended from time to time.



“Escrow Shares” shall mean the Common Stock deposited into escrow pursuant to the
Escrow Agreement.



“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time, or any similar successor federal statute, and the rules and regulations of the Commission
thereunder.



“Expiration Date” has the meaning set forth in Section 2(d).



“FINRA” has the meaning set forth in Section 3(f).



“Holder” shall mean any Shareholder who holds Registrable Securities.



“Holder Indemnified Person” has the meaning set forth in Section 4(a).



“Holder Violation” has the meaning set forth in Section 4(b).



“Indemnified Person” has the meaning set forth in Section 4(c).



“Indemnifying Person” has the meaning set forth in Section 4(c).



“Liability” has the meaning set forth in Section 4(a).



“NASDAQ” has the meaning set forth in Section 3(i).



“Person” shall mean an individual, a corporation, a partnership, a joint venture, a
trust, an unincorporated organization, a limited liability company or partnership, a government and
any agency or political subdivision thereof.



“Registrable Securities” shall mean (i) the shares of Common Stock issued to the
Shareholders pursuant to the Merger Agreement, which represent a portion of the Total Merger
Consideration payable to the Shareholders, and (ii) any other securities issued or issuable with
respect to any such shares described in clause (i) above by way of a stock dividend or stock split
or in connection with a combination of shares, recapitalization, merger, consolidation or other
reorganization; provided, however, that Registrable Securities shall not include any shares of
Common Stock described in clause (i) or (ii) above which have previously been registered or
sold to the public pursuant to a Registration Statement, which have been sold or could be sold
during any ninety (90) day period without volume limitations under Rule 144 or which have been sold
in a private transaction in which the transferor’s rights under this Agreement are not validly
assigned in accordance with this Agreement.


 


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“Register,” “registered” and “registration” shall refer to a
registration effected by preparing and filing a registration statement in compliance with the
Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of
the effectiveness of such Registration Statement.



“Registration Expenses” has the meaning set forth in Section 5.



“Registration Statement” shall refer to a Registration Statement in compliance with
the Securities Act and applicable rules and regulations thereunder, used to register any
Registrable Securities pursuant to this Agreement.



“Rule 144” shall mean Rule 144 as promulgated by the Commission under the Securities
Act, as may be amended from time to time, or any similar successor rule that may be promulgated by
the Commission.



“Securities Act” shall mean the Securities Act of 1933, as amended from time to time,
or any similar successor federal statute, and the rules and regulations of the Commission
thereunder.



“Selling Expenses” shall mean any underwriting discounts, selling commissions and
stock transfer taxes applicable to the sale of Registrable Securities and the fees and
disbursements of counsel or any other professional advisors for any Holders incurred in connection
with a registration.



“Senior Holders” shall mean the holders of the registration rights set forth in the
Senior Registration Rights Agreement.



“Senior Registration Rights Agreement” shall mean that certain Second Amended and
Restated Registration Rights Agreement dated February 22, 2008, between the Company and certain of
its securityholders, as may be amended from time to time.



“Suspension Notice” has the meaning set forth in Section 2(d).



2. Registration Rights.



(a) Piggyback Registration. If at any time within the 12-month period following the
Closing Date, the Company proposes to register any of its securities under the Securities Act for
sale to the public on its own account or the account of any of its security holders (other than a
registration relating solely to employee benefit plans, a registration relating to the offer and
sale of debt securities, a registration relating to a corporate reorganization or other Rule 145
transaction, or a registration on any registration form that does not permit secondary sales), then
the Company shall give written notice of such proposed registration to the Holders. Within ten
(10) days after the Company’s notice is deemed given pursuant to Section 9(b),


 


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any Holder who desires to include Registrable Securities in such proposed
registration shall deliver to the Company a written request specifying the number of Registrable
Securities that such Holder desires to include in the proposed registration. Upon receipt of such
written request, the Company shall, subject to Section 2(b), Section 2(c) and
Section 2(d), use its commercially reasonable efforts to include in such proposed
registration (and any related qualification under “blue sky” laws) all Registrable Securities of
the Holder requested to be registered. If any Holder decides not to include all of its Registrable
Securities in a registration by the Company pursuant to this Section 2(a), the registration
rights of such Holder under this Section 2(a) shall continue to apply to subsequent
registrations with respect to Registrable Securities retained by such Holder, all upon the terms
and conditions set forth in this Agreement. The Company shall have the right to terminate or
withdraw any registration initiated by it under this Section 2(a) prior to the
effectiveness of such registration whether or not any Holder has elected to include securities in
such registration. Any proceeds attributable to Escrow Shares shall remain subject to the terms
and conditions of the Escrow Agreement.




(b) Participation in Underwritten Registrations. No Holder may participate in any
underwritten registration hereunder unless such Holder (a) enters into an underwriting agreement in
customary form with the representative of the underwriter or underwriters selected by the Company
or other Persons entitled to select such underwriters and agrees to sell its Registrable Securities
on the basis of the terms in such underwriting agreement, and (b) completes and executes all
questionnaires, lock-up agreements, powers of attorney, indemnities, custody agreements and other
documents required under the terms of such underwriting agreement. If a Holder who has requested
inclusion in an underwritten offering does not agree to the terms of any such underwriting, such
Holder and such Holder’s securities shall be excluded therefrom and from the Registration Statement
by written notice from the Company or the underwriter.



(c) Senior Registration Rights. Notwithstanding anything contained herein, the
registration rights of the Holders set forth in this Agreement shall be subordinate to the
registration rights of the Senior Holders under the Senior Registration Rights Agreement and, in
the event of any reduction in the number of shares to be registered in a proposed registration, the
number of shares of Registrable Securities to be included in the proposed registration shall be
reduced prior to any reduction in the number of shares to be registered on the account of the
Senior Holders in such registration to the extent required by, and in accordance with, the Senior
Registration Rights Agreement.



(d) Postponement of Effectiveness. Upon receipt of any notice (a “Suspension
Notice”) from the Company of the happening of any event which makes any statement made or
incorporated in a Registration Statement or a related prospectus untrue or which requires the
making of any changes in such Registration Statement or prospectus (or the information incorporated
therein) so that they will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein in the
light of the circumstances under which they were made not misleading, each Holder of Registrable
Securities registered under such Registration Statement shall forthwith discontinue disposition of
Registrable Securities pursuant to such Registration Statement until such Holder’s receipt of the
copies of the supplemented or amended prospectus or until it


 


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is
advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has
received copies of any additional or supplemental filings which are incorporated by reference in
the prospectus. In the event that the Company shall give any Suspension Notice, the Company shall
use commercially reasonable efforts to render the Advice and end the suspension period as promptly
as reasonably practicable. The Company shall prepare and file with the Commission such amendments
and supplements to the Registration Statement and the prospectus used in connection therewith as
may be necessary to keep the Registration Statement continuously effective and in compliance with
applicable laws until such time as all Registrable Securities have been sold pursuant to the
Registration Statement; provided, however, the Company shall not be required to
keep such Registration Statement effective for more than 120 days (or such shorter period which
will terminate when all Registrable Securities covered by such Registration Statement have been
sold, but not prior to the expiration of the applicable period referred to in Section 4(3) of the
Securities Act and Rule 174 thereunder, if applicable) (the first to occur, the “Expiration
Date”).




The Company may require each seller of Registrable Securities as to which any registration is
being effected to furnish to the Company such information as is required to be included with
respect to such seller in a Registration Statement including information regarding themselves, the
Registrable Securities held by them and the intended method of disposition of such securities. Such
information may be requested pursuant to an investor questionnaire prepared for such purpose.



Each Holder agrees that, upon receipt of any notice from the Company of a Suspension Notice as
set forth in this Section 2(d), such Holder will forthwith discontinue disposition of such
Registrable Securities covered by such Registration Statement or prospectus until such Holder’s
receipt of the copies of the supplemented or amended prospectus contemplated by this Section
2(d) hereof, or until it receives Advice that the use of the prospectus may be resumed and such
Holder has received copies of any additional or supplemental filings that are incorporated or
deemed to be incorporated by reference in such prospectus. Further, each Holder acknowledges and
agrees that its receipt of a Suspension Notice may constitute material, non-public information
under federal and/or applicable state securities laws.



3. Registration Procedures.



With respect to any registration which includes Registrable Securities held by a Holder, the
Company shall:



(a) prepare and file with the Commission a Registration Statement on the appropriate form
under the Securities Act with respect to such securities, which form shall comply in all material
respects with the requirements of the applicable form and include all financial statements required
by the Commission to be filed therewith, and use its commercially reasonable efforts to cause such
Registration Statement to become and remain effective until completion of the proposed offering;


 


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(b) prepare and file with the Commission such amendments and supplements to such Registration
Statement and the prospectus used in connection therewith as may be necessary to keep such
Registration Statement effective until the Expiration Date and to comply with the provisions of the
Securities Act with respect to the sale or other disposition of all securities covered by such
Registration Statement, but only to the extent provided in this Agreement;



(c) file and use its commercially reasonable efforts to register or qualify the securities
covered by such Registration Statement under such other securities or state securities or “blue
sky” laws of such jurisdictions as each selling Holder shall reasonably request, and do any and all
other acts and things that may be necessary under such state securities or “blue sky” laws to
enable such selling Holder to consummate the public sale or other disposition in such jurisdictions
of the securities owned by such selling Holder, except that the Company shall not for any such
purpose be required to qualify to do business as a foreign corporation or consent to service of
process in any jurisdiction wherein it is not so qualified or has not so consented;



(d) make generally available to the Holders an earnings statement satisfying the provisions of
Section 11(a) of the Securities Act no later than seventy-five (75) days after the end of the
twelve (12)-month period beginning with the first (1st) day of the Company’s first fiscal quarter
commencing after the effective date of a Registration Statement, which earnings statement shall
cover said twelve (12)-month period, and which requirement will be deemed to be satisfied if the
Company satisfies the requirements of Rule 158 under the Securities Act;



(e) if the Registrable Securities are of a class of securities that is listed on a national
securities exchange, file copies of any prospectus with the Commission in compliance with Rule 153
under the Securities Act so that the Holders benefit from the prospectus delivery procedures
described therein;



(f) cooperate with each Holder and each underwriter, if any, participating in the disposition
of Registrable Securities and their respective counsel in connection with any filings required to
be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”), including, if
appropriate, the pre-filing of a prospectus as part of a shelf Registration Statement in advance of
an underwritten offering;



(g) during the period when the prospectus is required to be delivered under the Securities
Act, promptly file all documents required to be filed with the Commission, including pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act;



(h) provide a transfer agent and registrar for all Registrable Securities registered pursuant
hereunder and a CUSIP number for all such Registrable Securities, in each case no later than the
effective date of such registration;



(i) cause all Registrable Securities registered pursuant to the Registration Statement to be
listed on the NASDAQ Stock Market (“NASDAQ”) or other exchange on which securities of the
same class issued by the Company are then listed prior to or concurrent with the effectiveness of
the Registration Statement;


 


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(j) provide copies to and permit one legal counsel designated by the selling Holders to review
the Registration Statement and all amendments and supplements thereto no fewer than three (3) days
prior to their filing with the Commission; provided, however, that notwithstanding
the foregoing, if the Company intends to file any prospectus, prospectus supplement or prospectus
sticker which does not make any material changes in the documents already filed (including, without
limitation, any prospectus under Rule 430A or 424(b)), then the counsel for the selling Holders
will be afforded such opportunity to review such documents prior to filing consistent with the time
constraints involved in filing such document, but in any event no less than one (1) day;



(k) upon request of a selling Holder or the legal counsel designated by the selling Holders,
furnish (i) one (1) copy of any Registration Statement and any amendment thereto, each preliminary
prospectus and prospectus and each amendment or supplement thereto, and each letter written by or
on behalf of the Company to the Commission or the staff of the Commission, and each item of
correspondence from the Commission or the staff of the Commission, in each case relating to such
Registration Statement (other than any portion of any thereof which contains information for which
the Company has sought confidential treatment) by electronic transmission, and (ii) such number of
copies of a prospectus, including a preliminary prospectus, and all amendments and supplements
thereto and such other documents as selling Holder may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by such selling Holder that are covered by the
related Registration Statement;



(l) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other
suspension of effectiveness and, (ii) if such order is issued, obtain the withdrawal of any such
order as soon as reasonably practicable;



(m) promptly notify the Holders at any time when a prospectus relating to Registrable
Securities is required to be delivered under the Securities Act, upon the Company’s becoming aware
that the prospectus included in a Registration Statement, as then in effect, includes an untrue
statement of a material fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the circumstances then
existing, and at the request of any such Holder, use commercially reasonable efforts to promptly
prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment
of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus shall not include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing; and



(n) otherwise use commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission under the Securities Act and the Exchange Act.


 


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4. Indemnification.



(a) Indemnification by the Company. To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, the members, owners, partners, officers, directors,
employees, agents, successors and assigns of each Holder, and each Person controlling such Holder
within the meaning of Section 15 of the Securities Act (each a “Holder Indemnified
Person”), against any losses, claims, damages, or liabilities (individually and collectively,
the “Liability”) (joint or several) to which such Holder Indemnified Person may become
subject under the Securities Act or otherwise, insofar as such Liability (or actions or proceedings
in respect thereof) arises out of or is based upon any of the following statements, omissions or
violations by the Company (collectively a “Company Violation”): (i) any untrue statement or
alleged untrue statement of a material fact contained in any Registration Statement under which
such Registrable Securities were registered under the Securities Act pursuant to this Agreement,
including any final prospectus contained therein or any amendments or supplements thereto, (ii) the
omission or alleged omission to state therein a material fact required to be stated therein, or
necessary to make the statements therein not misleading, or (iii) any violation or alleged
violation of the Securities Act, or any applicable federal or state securities law or any rule or
regulation promulgated under the Securities Act, or any applicable federal or state securities law
in connection with the offering covered by such Registration Statement; provided
however, that the Company shall not be required to indemnify any Holder Indemnified Person
against any Liability to the extent that such Liability (or actions or proceedings in respect
thereof) arises out of or is based upon a Violation which occurs in reliance upon and in conformity
with written information furnished by such Holder Indemnified Person expressly for use in
connection with a Registration Statement, including any final prospectus contained therein or any
amendments or supplements thereto; provided further, that the Company shall not be
required to indemnify any Holder Indemnified Person against Liability to the extent that such
Liability (or actions or proceedings in respect thereof) arises out of or is based upon an untrue
statement or omission made in any preliminary prospectus if (i) such Holder Indemnified Person
failed to send or deliver a copy of the final prospectus with or prior to the delivery of written
confirmation of the sale by such Holder to the Person asserting the claim from which such
Liabilities arise, and (ii) the final prospectus would have corrected such untrue statement or such
omission; provided further, that the Company shall not be required to indemnify any
Holder Indemnified Person against Liability to the extent that such Liability (or actions or
proceedings in respect thereof) arises out of or is based upon an untrue statement or omission in
any prospectus if (x) such untrue statement or omission is corrected in an amendment or supplement
to such prospectus, and (y) having previously been furnished by or on behalf of the Company with
copies of such prospectus as so amended or supplemented, such Holder Indemnified Person thereafter
fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the
sale of a Registrable Security to the Person asserting the claim from which such Liabilities arise;
and provided further, that the indemnity agreement contained in this Section
4(a) shall not apply to amounts paid in settlement if such settlement is effected without the
consent of the Company (which such consent shall not be unreasonably withheld). The Company’s
indemnification obligations shall survive any transfer by such Holder of its Registrable
Securities.


 


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(b) Indemnification by Holders. To the extent permitted by law, each Holder agrees to
indemnify and hold harmless the Company, each of the officers, directors, employees, agents,
successors and assigns of the Company, any other stockholder selling shares of Common
Stock in such registration, and each Person controlling the Company or such other stockholder
within the meaning of Section 15 of the Securities Act the Company (each a “Company Indemnified
Person”), from and against any Liability (joint or several) to which any such Company
Indemnified Person may become subject under the Securities Act or otherwise, insofar as such
Liability (or actions or proceedings in respect thereof) arises out of or is based upon any of the
following statements, omissions or violations by the Holder (collectively a “Holder
Violation”): (i) any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement under which such Registrable Securities were registered
under the Securities Act pursuant to this Agreement, including any final prospectus contained
therein or any amendments or supplements thereto, or (ii) the omission or alleged omission to state
therein a material fact required to be stated therein, or necessary to make the statements therein
not misleading, in each case to the extent that such untrue statement or alleged untrue statement
or omission or alleged omission occurs in reliance upon and conformity with written information
furnished by such Holder, any of such Holder’s officers, directors, partners, legal counsel or
accountants or any Person controlling such Holder expressly for use in connection with a
Registration Statement, including any final prospectus contained therein or any amendments or
supplements thereto; provided however, that the indemnity agreement contained in
this Section 4(b) shall not apply to amounts paid in settlement if such settlement is
effected without the consent of the Holder (which such consent shall not be unreasonably withheld).
The amount recoverable by the Company from any Holder under this indemnification provision together
with any amounts recovered from such Holder under Section 4(d) shall not exceed the amount
of net proceeds received by such Holder from the sale of Registrable Securities in connection with
any such registration, except in the case of willful fraud, or intentional misstatement or omission
by such Holder. Each Holder’s indemnification obligations shall survive any transfer by such Holder
of its Registrable Securities.



(c) Conduct of Indemnification Proceedings. In the event any Company Indemnified
Person or Holder Indemnified Person ( each an “Indemnified Person”) receives a complaint,
claim or other notice of any liability or action, giving rise to a claim for indemnification under
Sections 4(a) or 4(b) above, the Person claiming indemnification under such
paragraphs shall promptly notify the Person against whom indemnification is sought (the
“Indemnifying Person”) of such complaint, notice, claim or action, and the Indemnifying
Person shall have the right to investigate and defend any such loss, claim, damage, liability or
action; provided however, that the failure to promptly give notice shall not
relieve the Indemnifying Person from any Liability except to the extent that it is materially
prejudiced by the failure or delay of the Indemnified Person in giving such notice. If any such
complaint, claim or other notice of any Liability or action is brought against any Indemnified
Person and it notifies the Indemnifying Person of its commencement, the Indemnifying Person will be
entitled to participate in and, to the extent that it elects by delivering written notice to the
Indemnified Person promptly after receiving notice of the commencement of the action from the
Indemnified Person, jointly with any other Indemnifying Person similarly notified, to assume the
defense of the action, with counsel reasonably satisfactory to the Indemnified Person, and after
notice from the Indemnifying Person to the Indemnified Person of its election to assume the
defense, the Indemnifying Person shall not be liable to the Indemnified Person for any legal or
other expenses except as provided below. The Indemnified Person shall have the right to employ its
own counsel in any such action, but the fees, expenses and other charges of such


 


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counsel shall be
at the expense of the Indemnified Person unless (i) the Indemnified Person has reasonably concluded
(based on advice of legal counsel) that there may be legal defenses available to it or other
Indemnified Persons different from or in addition to those available to the Indemnifying Person or
Persons, or (ii) a conflict or potential conflict exists (based on advice of counsel to the
Indemnified Person) between the Indemnified Person and the Indemnifying Person (in which case the
Indemnifying Person shall not have the right to direct the defense of such action on behalf of the
Indemnified Person), in each of which cases the reasonable fees, disbursements and other charges of
counsel will be at the expense of the Indemnifying Person or Persons. The Indemnifying Person or
Persons shall not, unless a conflict of interest exists among the Indemnified Persons, in
connection with any proceeding or related proceedings in the same jurisdiction, be liable for the
reasonable fees, disbursements and other charges of more than one separate firm admitted to
practice in such jurisdiction at any time for all such Indemnified Persons. All such fees,
disbursements and other charges shall be reimbursed by the Indemnifying Person promptly as they are
incurred. An Indemnifying Person shall not be liable for any settlement of any action or claim
effected without its written consent (which consent will not be unreasonably withheld). No
Indemnifying Person shall, without the prior written consent of each Indemnified Person, settle or
compromise or consent to the entry of any judgment in any pending or threatened claim, action or
proceeding relating to the matters contemplated by this Section 4 (whether or not any
Indemnified Person is a party thereto) unless such settlement, compromise or consent includes an
unconditional release of each Indemnified Person from all liability arising or that may arise out
of such claim, action or proceeding.




(d) Contribution. If the indemnification provided for in this Section 4 from
the Indemnifying Person is held by a court of competent jurisdiction to be unavailable to an
Indemnified Person hereunder in respect of any Liability or expenses referred to herein, then the
Indemnifying Person, in lieu of indemnifying such Indemnified Person, shall contribute to the
amount paid or payable by such Indemnified Person as a result of such Liability or expenses in such
proportion as is appropriate to reflect the relative fault of the Indemnifying Person and
Indemnified Persons in connection with the actions which resulted in such Liability or expenses, as
well as any other relevant equitable considerations. The relative fault of such Indemnifying Person
and Indemnified Persons shall be determined by reference to, among other things, whether any action
in question, including any untrue or alleged untrue statement of a material fact, has been made by,
or relates to information supplied by, such Indemnifying Person or Indemnified Persons, and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such action. The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 4(d) were determined by pro rata allocation or by any other method
of allocation that does not take into account the equitable considerations referred to in the
immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The amount recoverable by the Company from
any Holder under this provision together with any amounts recovered from such Holder under
Section 4(b) shall not exceed the amount of net proceeds received by such Holder from the
sale of Registrable Securities in connection with any such registration, except in the case of
willful fraud, or intentional misstatement or omission by such Holder.


 


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(e) The amount paid by an Indemnifying Person or payable to an Indemnified Person as a result
of the Liabilities or expenses referred to in this Section 4 shall be deemed to include,
subject to limitations set forth above, any legal or other expenses, in each case, reasonably
incurred by such Indemnified Person in connection with investigating or defending any such action
or claim. The indemnification and contribution provided for in this Section 4 shall remain
in full force and effect regardless of any investigation made by or on behalf of the Indemnified
Persons or any other officer, director, employee, agent or controlling person of the Indemnified
Persons.



5. Registration Expenses.



All expenses incurred in connection with effecting the registrations provided for in
Section 2 including, without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel for the Company, expenses of any audits incident to or
required by any such registration and expenses of complying with the state securities or “blue sky”
laws of any jurisdictions but excluding any Selling Expenses (all of such expenses referred to as
“Registration Expenses”), shall be paid by the Company whether or not the Registration
Statement to which such Registration Expenses relate becomes effective; provided,
however, that the Company shall not be liable (and shall be reimbursed by the participating
Holders) for any Registration Expenses if such registration statement does not become effective as
a result of the actions or omissions of the Holders participating in the registration. All Selling
Expenses relating to securities registered on behalf of the Holders shall be paid by the Holders.



6. Lock-Up.



Each Holder agrees not to directly or indirectly offer, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant any option, right or
warrant for the sale of or otherwise dispose of or transfer any shares of capital stock of the
Company held by it during the period commencing ten (10) days prior to the effective date of a
registration statement related to an underwritten public offering of the Company’s securities and
ending one hundred and eighty (180) days following the effective date of such registration
statement (or for such shorter period of time as is sufficient and appropriate in the opinion of
the managing underwriter or for such longer period of time as may be requested by the Company or an
underwriter 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) and, if so requested by the Company or managing underwriter, each Holder
shall execute an agreement with respect to the foregoing.



7. Rule 144.



The Company covenants that it will timely file the reports required to be filed by it under
the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission
thereunder and to take such further action as any Holder may reasonably request, all to the extent
required from time to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act subject to the limitations of the exemptions provided by Rule
144 or any similar rule or regulation hereafter adopted by the Commission.
Upon request, the Company will provide to a Holder written certification of its compliance
with the reporting requirements of Rule 144.


 


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8. Restrictions on Transfer.



(a) The Holder of each certificate representing Registrable Securities by acceptance thereof
agrees to comply in all respects with the provisions of this Section 8. Each Holder agrees
not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of
the Registrable Securities, or any beneficial interest therein, unless and until:



(i) There is then in effect a Registration Statement under the Securities Act covering such
proposed disposition and the disposition is made in accordance with the Registration Statement; or



(ii) The Holder may dispose of the Registrable Securities in compliance with Rule 144; or



(iii) The Holder shall have given prior written notice to the Company of the Holder’s
intention to make such disposition and shall have furnished the Company with a detailed description
of the manner and circumstances of the proposed disposition, and the Holder shall have furnished
the Company, at the Holder’s expense, with an opinion of counsel reasonably satisfactory to the
Company to the effect that such disposition will not require registration of such Registrable
Securities under the Securities Act whereupon the holder of such Registrable Securities shall be
entitled to transfer such Registrable Securities in accordance with the terms of the notice
delivered by the Holder to the Company.



(b) Notwithstanding the provisions of Section 8(a), no such Registration Statement or
opinion of counsel shall be necessary for (i) a transfer not involving a change in beneficial
ownership or for estate planning purposes (including, without limitation, a transfer made during
Holder’s lifetime or on death by will or intestacy to his spouse, child (natural or adopted), or
any other direct lineal descendant of such Holder (or his spouse) (all of the foregoing
collectively referred to as “family members”), or any custodian or trustee of any trust,
partnership or limited liability company for the benefit of, or the ownership interests of which
are owned wholly by, such Holder or any such family members), or (ii) transactions involving the
distribution without consideration of Registrable Securities by any Holder to (x) a parent,
subsidiary or other affiliate of the Holder, if the Holder is a corporation, (y) any of the
Holder’s partners, members or other equity owners, or retired partners, retired members or other
equity owners, or to the estate of any of the Holder’s partners, members or other equity owners or
retired partners, retired members or other equity owners, or (iii) transfers in compliance with
Rule 144; provided, in each case (other than (iii)), that the Holder shall give written notice to
the Company of the Holder’s intention to effect such disposition and shall have furnished the
Company with a detailed description of the manner and circumstances of the proposed disposition and
the transferor delivers an executed copy of the Instrument of Accession attached hereto as
Exhibit A.


 


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(c) Each certificate representing Registrable Securities shall (unless otherwise permitted by
the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially
similar to the following (in addition to any legend required under applicable state securities
laws):



THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT
AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER
OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT
SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS.




THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN A
REGISTRATION RIGHTS AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF
WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.




The Holders consent to the Company making a notation on its records and giving instructions to
any transfer agent of the Registrable Securities in order to implement the restrictions on transfer
established in this Section 8. The legends stamped on a certificate evidencing the
Registrable Securities and the stock transfer instructions and record notations with respect to the
Registrable Securities shall be removed and the Company shall issue a certificate without such
legend to the Holder if (i) those securities are registered under the Securities Act, or (ii) the
Holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the
effect that a sale or transfer of those securities may be made without registration or
qualification.



9. Miscellaneous.



(a) Amendments and Waivers. The provisions of this Agreement may be amended, modified,
supplemented or waived with the prior written consent of the Company and the Holders of a majority
of the Registrable Shares then outstanding.


 


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(b) Notices.



(i) All notices, demands and other communications given with respect to this Agreement shall
be in writing and shall be given by one of the following methods (all charges prepaid and properly
addressed to the addresses set forth in Section 9(b)(ii)):



(A) by personal delivery, in which case the notice, demand or communication will be deemed
given upon receipt;



(B) by facsimile or electronic mail transmission, in which case the notice, demand or
communication will be deemed given when directed to the relevant facsimile number or electronic
mail address, if sent during normal business hours, or if not sent during normal business hours,
then on the next business day;



(C) by prepaid, nationally recognized overnight courier service, in which case the notice,
demand or communication will be deemed given one business day after deposit with such overnight
courier service;



(D) by first class U.S. mail (return receipt requested), in which case the notice, demand or
communication will be deemed given five business days after being deposited into the U.S. mail.



(ii) All notices, demands and communications sent pursuant to this Section 9(b) must
be addressed as follows:




If to a Shareholder: To the address, facsimile number or electronic
mail address set forth on the signature page of such Shareholder to this
Agreement (as may be updated in accordance with Section 9(b)(iii)).




If to a Holder: To such address, facsimile number or electronic mail
address as shown in the Company’s records, or, until any such Holder
furnishes contact information, the to the address, facsimile number or
electronic mail address of the last holder of such shares for which the
Company has contact information in its records.




If to the Company:




Stephen T. Winn

RealPage, Inc.

4000 International Parkway

Carrollton, Texas 75007

E-mail: steve.winn@realpage.com

Facsimile: (972) 820-3036




Margot Lebenberg

RealPage, Inc.

4000 International Parkway

Carrollton, Texas 75007

E-mail: margot.lebenberg@realpage.com

Facsimile: (972) 820-3036



(iii) A party may change its address set forth in Section 9(b)(ii) by giving notice
pursuant to this Section 9(b).


 


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(c) Successors and Assigns. This Agreement will inure to the benefit of and be binding
upon the successors and assigns of the Company. This Agreement may not be assigned by a Shareholder
without the prior written consent of the Company; provided, however, that such
Shareholder shall be permitted to assign its rights under this Agreement without such consent to
any person to whom such Shareholder transfers Registrable Securities in accordance with Section
8(b). Except as otherwise provided in this Section 8(c), any attempted assignment by a
Shareholder will be void and of no effect.



(d) Counterparts; Electronic Delivery. This Agreement may be executed and delivered by
facsimile or other electronic means and in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.



(e) Headings. The article and section headings contained in this Agreement are solely
for the purpose of reference, are not part of this Agreement and shall not in any way affect the
meaning or interpretation of this Agreement.



(f) Governing Law. This Agreement will be governed by and construed in accordance with
the laws of the State of Delaware, as applied to contracts made and performed within the State of
Delaware, without regard to principles of conflict of laws.



(g) Dispute Resolution.



(i) No party to this Agreement shall institute a proceeding in any court or administrative
agency to resolve a dispute between the parties arising out of or related to this Agreement before
that party has sought to resolve the dispute through direct negotiation with the other party.



(ii) If the dispute is not resolved within three (3) weeks after a demand for direct
negotiation, the parties shall attempt to resolve the dispute through mediation in New York, New
York, administered by the American Arbitration Association under its commercial mediation rules and
procedures then in effect.



(iii) If the mediator is unable to facilitate a settlement of the dispute within a reasonable
period of time, as determined by the mediator, the mediator shall issue a written statement to the
parties to that effect and the aggrieved party may then seek relief in the state and federal courts
located in New York, New York.



(iv) Each party consents to the exclusive personal and subject matter jurisdiction of the
mediation and arbitration proceedings as provided in this Section 9(g) and waives any
defense based upon forum non conveniens or lack of personal or subject matter jurisdiction.



(v) Notwithstanding any other provision of this Agreement, including this Section
9(g), each party shall have the right to at any time apply to any court of competent
jurisdiction for preliminary injunctive relief.


 


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(h) Severability. In the event that any provision in this Agreement shall be
determined to be invalid, illegal or unenforceable in any respect, the remaining provisions of this
Agreement shall not be in any way impaired, and the illegal, invalid or unenforceable provision
shall be fully severed from this Agreement and there shall be automatically added a replacement
provision as similar in terms and intent to such severed provision as may be legal, valid and
enforceable.



(i) Entire Agreement. This Agreement, together with the documents and instruments
delivered pursuant to this Agreement, constitute the entire contract between the parties to this
Agreement pertaining to the subject matter of this Agreement and supersede all prior and
contemporaneous agreements and understandings between the parties with respect to such subject
matter.



(j) Attorneys’ Fees. In any action or proceeding brought to enforce any provision of
this Agreement, or where any provision hereof is validly asserted as a defense, the prevailing
party, as determined by the court, will be entitled to recover reasonable attorneys’ fees in
addition to any other available remedy.



[Remainder of Page Left Intentionally Blank]





 


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



	 	 	 	 	 
	 	REALPAGE, INC.

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

 	 
	 	By:  	/s/ John Helm
 	 
	 	 	Name:  	John Helm 	 
	 	
Address: 	
 23 Turtle Rock Court

Tiburon, CA 94920 
	 
	 	JOHN H. HELM REVOCABLE TRUST

 	 
	 	By:  	/s/ John H. Helm
 	 
	 	 	Name:  	John H. Helm 	 
	 	 	Title:  	Trustee


 	 
	 	
Address: 	
 23 Turtle Rock Court

Tiburon, CA 94920 



[Signature Page to Registration Rights Agreement]




 


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EXHIBIT A — INSTRUMENT OF ACCESSION FOR SHAREHOLDER

INSTRUMENT OF ACCESSION





The undersigned,                     , as a condition precedent to becoming the owner
or holder of record of                      (                    ) shares of Common
Stock of RealPage, Inc., a Delaware corporation (the “Company”), hereby agrees to become a
“Holder” under that certain Registration Rights Agreement dated as of August 24, 2011 by and among
the Company and each of the other parties signatory thereto. This Instrument of Accession shall
take effect and shall become an integral part of, and the undersigned shall become a party to and
bound by, said Registration Rights Agreement immediately upon execution and delivery to the Company
of this Instrument.



IN WITNESS WHEREOF, this INSTRUMENT OF ACCESSION has been duly executed by or on behalf of the
undersigned, as a sealed instrument under the laws of the State of Delaware, as of the date below
written.



	 	 	 	 	 

	 

	 	Signature:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 

	 	(Print Name)	 	 
	 
	 	 	 	 
	 

	 	Address:	 	 
	 
	 	 	 	 
	 

	 	 	 
	 
	 	 	 	 
	 

	 	 	 
	 
	 	 	 	 
	 

	 	Date: