8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

February 17, 2011

REALPAGE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34846	75-2788861
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4000 International Parkway
Carrollton, Texas 75007
(Address of principal executive offices, including zip code)

(972) 820-3000
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

     On February 23, 2011, RealPage, Inc. (the “Company”, “we”, “us”) entered into a Ninth Amendment to Credit Agreement (the “Amendment”), which amends the Credit Agreement, dated as of September 3, 2009, among the Company, Wells Fargo Capital Finance, LLC (formerly Wells Fargo Foothill, LLC) and Comerica Bank (as amended, the “Credit Agreement”). The Amendment provides for, among other things, an increase of our revolving loan facility to $37.0 million, with a sublimit of $10.0 million for the issuance of letters of credit on the Company’s behalf.

     The Amendment modifies the interest rates applicable to the term loan and revolving line of credit to provide for an interest rate of, at the Company’s option, LIBOR or a base rate (Wells Fargo’s prime rate or, if greater, the federal funds rate plus 0.5% or three month LIBOR plus 1.0%), in each case plus a margin ranging from 2.75% to 3.25%, in the case of LIBOR loans, and 0.00% to 0.50% in the case of prime rate loans, based upon Company’s senior leverage ratio.

     The Amendment also modifies the senior leverage ratio that we are required to maintain, which is a ratio of the outstanding principal balance of the Company’s term loan plus its outstanding revolver usage to its EBITDA as determined in accordance with the credit facility, to 2.75:1.00. In addition, the Amendment provides for an event of default under the Credit Agreement in the event we do not meet certain liquidity thresholds both before and after we make cash payments for earnouts and holdbacks in connection with acquisition transactions.

     Additional details of the Credit Agreement were previously disclosed in the Company’s prospectus filed with the Securities and Exchange Commission (the “Commission”) on December 6, 2010, pursuant to Rule 424(b) and forming a part of the Company’s Registration Statement on Form S-1, File No. 333-170667, filed with the Commission on November 29, 2010, and are incorporated herein by reference.

A copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     The information set forth under Item 1.01, “Entry into a Material Definitive Agreement,” is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Equity Incentive Awards

     On February 17, 2011, the Compensation Committee (the “Committee”) of our Board of Directors (“Board”) approved the grant, effective on the third business day following the date on which we announce our earnings for the fiscal quarter and year ended December 31, 2010, of awards of options to purchase shares of our common stock and awards of restricted stock under our 2010 Equity Incentive Plan to our principal executive officer, principal financial officer and other named executive officers as follows:

		Stock Option	Restricted Stock
Named Executive Officer	Title	Awards	Awards
Stephen T. Winn	Chief Executive Officer and Chairman of the Board	75,000	50,000
Timothy J. Barker	Chief Financial Officer and Treasurer	52,500	35,000

		Stock Option	Restricted Stock
Named Executive Officer	Title	Awards	Awards
Dirk D. Wakeham	President	30,000	20,000
Margot Lebenberg	Executive Vice President, Chief Legal Officer and Secretary	22,500	15,000
Ashley Chaffin Glover	Executive Vice President, Multifamily Solutions	30,000	20,000

          The stock option awards and restricted stock awards are governed by our 2010 Equity Incentive Plan and the forms of award agreements approved for use thereunder, copies of which were filed with the Commission as Exhibit 10.4 to Amendment No. 3 to our Registration Statement on Form S-1 (File No. 333-166397) on July 26, 2010 and Exhibits 4.6 through 4.9 of our Registration Statement on Form S-8 (File No. 333-168878) on August 17, 2010.

          The stock option awards have an exercise price equal to the closing price per share of our common stock on the effective date of the grant. Each stock option award vests as to 5% of the shares of subject to such award on the first day of each calendar quarter, beginning on the first day of the calendar quarter following the date of grant, for 15 consecutive calendar quarters and as to the remaining 25% of the shares subject to such option on the first day of the calendar quarter following such 15^th consecutive calendar quarter. The unvested shares of restricted common stock subject to each restricted stock award are subject to forfeiture to us upon certain events. Each restricted stock award vests as to 6.25% of the shares subject to such restricted stock award on the first day of each calendar quarter, beginning on the first day of the calendar quarter following the date of grant, for 16 consecutive quarters. Vesting of stock option awards and restricted stock awards is contingent on the recipient’s continued status as our service provider or as a service provider of one of our subsidiaries as of each applicable vesting date.

          In addition to the foregoing vesting, the stock option awards and restricted stock awards granted to Mr. Winn, Mr. Barker and Ms. Lebenberg will vest as to 100% of the unvested shares subject to each such award upon any change in control of our company.

2010 Management Incentive Plan Bonus

          On February 17, 2011, the Committee determined and approved bonuses under our 2010 Management Incentive Plan (“2010 MIP”) for our named executive officers for the fiscal year ended December 31, 2010 as follows:

Named Executive Officer	Total 2010 MIP Bonus
Stephen T. Winn	$	375,800
Timothy J. Barker	$	208,163
Dirk D. Wakeham	$	168,197
Margot Lebenberg	$	119,693
Ashley Chaffin Glover	$	124,880

The above amounts were determined by the Committee in accordance with the 2010 MIP.

2011 Management Incentive Plan

          On February 17, 2011, the Committee approved the Management Incentive Plan for 2011 (“2011 MIP”). Our named executive officers participate in the 2011 MIP. The 2011 MIP target bonus for Mr. Winn is 100% of Mr. Winn’s base salary with a maximum bonus potential of 200% of Mr. Winn’s target bonus for achieving financial and individual performance objectives in excess of the targets and a minimum bonus potential of 0% of Mr. Winn’s target bonus. The 2011 MIP target bonus for Mr. Barker is 62.5% of Mr. Barker’s base salary with a maximum bonus potential of 200% of Mr. Barker’s target bonus for achieving financial and individual performance objectives in excess of the targets and a minimum bonus potential of 0% of Mr. Barker’s target bonus. The 2011 MIP target bonus for Mr. Wakeham is 75% of Mr. Wakeham’s base salary with a maximum bonus potential of 200% of Mr. Mr. Wakeham’s target bonus for achieving financial and individual performance objectives in excess of the targets and a minimum bonus potential of 0% of Mr. Wakeham’s target bonus. The 2011 MIP target bonus of Ms. Lebenberg and Ms. Chaffin Glover is 50% of the named executive officer’s base salary with a maximum bonus potential of 200% of the named executive officer’s target bonus for achieving financial and individual performance objectives in excess of the targets and a minimum bonus potential of 0% of the named executive officer’s target bonus. The performance metrics under the 2011 MIP are the same as the performance metrics under our 2010 MIP and include revenue and adjusted EBITDA targets and individual performance ratings. For each of Mr. Winn, Mr. Barker and Ms. Lebenberg, the achievement of 2011 bonus targets for overall corporate revenue, overall corporate adjusted EBITDA and individual performance ratings are weighted 30%, 45% and 25%, respectively. For each of Mr. Wakeham and Ms. Chaffin Glover, the achievement of 2011 bonus targets for overall corporate revenue, overall corporate adjusted EBITDA and individual performance ratings are weighted 45%, 30% and 25%, respectively.

Item 8.01 Other Events.

Director Compensation

          On February 17, 2011, the Committee amended and restated our Independent Director Compensation Plan (as amended and restated, the “Restated Director Compensation Plan”) in order to increase the value of annual restricted stock awards to independent directors (as defined below) from $50,000 to $100,000, to provide for four year quarterly vesting in equal amounts and to broaden the definition of “independent director” under the plan to include all non-employee directors. The Restated Director Compensation Plan provides for compensation to “independent directors” as follows:

• Cash compensation:

• Retainer of $6,000 per quarter, payable in advance.

• $4,500 per quarter for the Chairman of the Audit Committee and $3,000 per quarter for members of the Audit Committee (excluding the Chairman) payable in advance.

• $3,000 per quarter for the Chairman of the other committees of the Board and $1,500 per quarter for the members of the other committees of the Board (excluding the Chairman) payable in advance.

• Annual issuances of $100,000 in restricted stock grants, effective April 1^st of each year, with quarterly vesting as follows: 6.25% vesting on the first day of each calendar quarter beginning on the first day of the calendar quarter immediately following the date of grant for 16 consecutive calendar quarters, subject to continuous service as a director through each such vesting date. Valuations shall be determined using the Fair Market Value (as defined in the RealPage, Inc. 2010 Equity Incentive Plan, as amended) of a share on the grant date.

Under the Restated Director Compensation Plan, an “independent director” is a director who is not employed by us or one of our subsidiaries.

          On February 18, 2011, the Board adopted Amendment No. 1 to the Company’s 2010 Equity Incentive Plan to increase the value of the automatic annual award of restricted stock received by outside directors from $50,000 to $100,000, consistent with the Restated Director Compensation Plan. The 2010 Plan Amendment provides that the term “outside director” used in the 2010 Equity Incentive Plan shall mean a director who is an “independent director” under the Restated Director Compensation Plan, as amended from time to time. Pursuant

to the 2010 Plan Amendment, the restricted stock subject to such automatic annual awards will be subject to forfeiture to the Company and will vest as to 6.25% of the shares subject to such automatic annual award on the first day of each calendar quarter, beginning on the first day of the calendar quarter immediately following the grant date of the automatically annual award, for 16 consecutive quarters, subject to the director’s continued service as a director of the Company through each applicable vesting date.

          A copy of the 2010 Plan Amendment is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by reference herein.

Lead Independent Director

          Effective February 18, 2011, Alfred R. Berkeley, III was appointed Lead Independent Director of the Board, to serve in such role until his resignation or removal by the Board. The Lead Independent Director is responsible for coordinating activities of our other independent directors and performing various other duties as directed by the Board.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Ninth Amendment to Credit Agreement among RealPage, Inc., Wells Fargo Capital Finance, LLC (f/k/a Wells Fargo Foothill, LLC) and Comerica Bank, dated February 23, 2011
10.2	Form of 2011 Management Incentive Plan
10.3	Amendment No. 1 to 2010 Equity Incentive Plan

SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REALPAGE, INC.
By:	/s/ Margot Lebenberg
	Margot Lebenberg
	Chief Legal Officer

Date: February 24, 2011

EXHIBIT INDEX

Exhibit No.	Description
10.1	Ninth Amendment to Credit Agreement among RealPage, Inc., Wells Fargo Capital Finance, LLC (f/k/a Wells Fargo Foothill, LLC) and Comerica Bank, dated February 23, 2011
10.2	Form of 2011 Management Incentive Plan
10.3	Amendment No. 1 to 2010 Equity Incentive Plan

EX-10.1

Exhibit 10.1

NINTH AMENDMENT TO CREDIT AGREEMENT

          THIS NINTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of February 23, 2011, by and among WELLS FARGO CAPITAL FINANCE, LLC (formerly known as Wells Fargo Foothill, LLC), a Delaware limited liability company, as the arranger and administrative agent (“Agent”) for the Lenders (as defined in the Credit Agreement referred to below), the Lenders party hereto and REALPAGE, INC., a Delaware corporation (the “Borrower”).

          WHEREAS, Borrower, Agent, and Lenders are parties to that certain Credit Agreement dated as of September 3, 2009 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”); and

          WHEREAS, Borrower has requested that Agent and the Lenders amend the Credit Agreement in certain respects as set forth herein, and Agent and the Lenders have agreed to the foregoing, on the terms and conditions set forth herein.

          NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:

          1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.

          2. Amendments to Credit Agreement. In reliance upon the representations and warranties of Borrower set forth in Section 6 below, and subject to the satisfaction of the conditions to effectiveness set forth in Section 5 below, the Credit Agreement is hereby amended as follows:

          (a) Section 2.1(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:

     (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make advances (“Advances”) to Borrower in an amount at any one time outstanding not to exceed such Lender’s Pro Rata Share of an amount equal to the lesser of (i) the Maximum Revolver Amount less the Letter of Credit Usage at such time and (ii) the Credit Amount at such time less the sum of (A) the Letter of Credit Usage at such time, plus (B) the outstanding principal balance of the Term Loan at such time.

          (b) Section 2.1(c) of the Credit Agreement is hereby amended and restated in its entirety as follows:

     (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right with 7 days’ prior written notice to Borrower to establish reserves against the Credit Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including Bank Product Reserves and reserves with respect to (i) sums that Borrower or its Subsidiaries are required to pay under any Section of this

Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay, and (ii) amounts owing by Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral.

          (c) Section 2.4(e)(i) of the Credit Agreement is hereby amended and restated in its entirety as follows:

     (i) Credit Amount. If, at any time, (A) the sum of the outstanding principal balance of the Term Loan on such date plus the Revolver Usage on such date exceeds (B) the Credit Amount (such excess being referred to as the “Credit Amount Excess”), then Borrower shall immediately prepay the Obligations in accordance with Section 2.4(f)(i) in an aggregate amount equal to the Credit Amount Excess.

          (d) The first paragraph of Section 2.11(a) is hereby amended and restated in its entirety as follows:

     (a) Subject to the terms and conditions of this Agreement, upon the request of Borrower made in accordance herewith, the Issuing Lender agrees to issue, or to cause an Underlying Issuer, as Issuing Lender’s agent, to issue, a requested Letter of Credit. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will obligate itself to reimburse such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, irrespective of whether in writing, a “Reimbursement Undertaking”) with respect to Letters of Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrower shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (it being expressly acknowledged and agreed by Borrower that Borrower is and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Code) with respect to each Underlying Letter of Credit). Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an Authorized Person and delivered to the Issuing Lender via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form

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and substance reasonably satisfactory to the Issuing Lender and shall specify (i) the amount of such Letter of Credit, (ii) the date of issuance, amendment, renewal, or extension of such Letter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary of the Letter of Credit, and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit. Anything contained herein to the contrary notwithstanding, the Issuing Lender may, but shall not be obligated to, issue or cause the issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, that supports the obligations of Borrower or its Subsidiaries in respect of (1) a lease of real property, or (2) an employment contract. Borrower agrees that this Agreement (along with the terms of the applicable application) will govern each Letter of Credit and its issuance. The Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested issuance:

     (i) [intentionally omitted]

     (ii) the Letter of Credit Usage would exceed the Credit Amount at such time less the sum of the outstanding principal balance of the Term Loan and the outstanding amount of Advances at such time, or

     (iii) the Letter of Credit Usage would exceed $10,000,000, or

     (iv) the Letter of Credit Usage would exceed the Maximum Revolver Amount less the sum of (A) the Bank Product Reserves, and (B) the outstanding amount of Advances.

          (e) Section 7(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:

     (a) Fixed Charge Coverage Ratio. Have a Fixed Charge Coverage Ratio, measured on a fiscal quarter-end basis, of not less than 1.25:1.00 for the 12 month period ending on the last day of each fiscal quarter of Borrower and its Subsidiaries.

          (f) Section 7(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:

     (b) Senior Leverage Ratio. Have a Senior Leverage Ratio, measured on a fiscal quarter-end basis, of not greater than 2.75:1.00 on the last day of each fiscal quarter of Borrower and its Subsidiaries.

          (g) Section 8.13 of the Credit Agreement is hereby amended and restated in its entirety as follows:

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     8.13 If Excess Availability plus Qualified Cash does not exceed $15,000,000 both immediately before and immediately after giving effect to any cash payment in respect of any Holdback, any cash payment in respect of the Level 1 Holdback or any cash payment in respect of any Earn-out.

          (h) Section 14.1(a)(xi) of the Credit Agreement is hereby amended and restated in its entirety as follows:

     (xi) change the definition of Credit Amount or any of the defined terms that are used in such definition to the extent that such change results in more credit being made available to Borrower based upon the Credit Amount, but not otherwise, or the definitions of Maximum Revolver Amount, Term Loan Amount, Additional Term Loan Amount or Delayed Draw Term Loan Amount.

          (i) Schedule 1.1 to the Credit Agreement is hereby amended by adding each of the following defined terms in their appropriate alphabetical order as follows:

          “Moneris” means Moneris Solutions Corporation.

          “Ninth Amendment Effective Date” means February 23, 2011.

          “Yukon” means 43642 Yukon Inc., a Yukon company.

          (j) The definition of “Permitted Liens” set forth in Schedule 1.1 to the Credit Agreement is hereby amended by (i) deleting the word “and” immediately at the end of clause (q), (ii) deleting the “.” at the end of clause (r) and inserting, “, and” in lieu thereof, and (iii) inserting a new clause (s) immediately after clause (r) as follows:

     (s) Liens on the Deposit Accounts of Yukon in favor of Moneris to secure obligations owing by Yukon to Moneris in connection with credit card processing services performed by Moneris; provided, (i) that such obligations are incurred by Yukon in the ordinary course of its business and not in connection with the borrowing of money and such Liens only secure amounts not yet due or declared to be due by Moneris and (ii) the amounts on deposit in such Deposit Accounts do not at any time exceed $50,000.

          (k) The defined terms “Base Rate Margin”, “Credit Amount”, “LIBOR Rate Margin”, “Loan Documents”, “Maximum Revolver Amount” and “Permitted Acquisition” set forth in Schedule 1.1 to the Credit Agreement are each hereby amended and restated in their entirety as follows:

     “Base Rate Margin” means, as of any date of determination (commencing on the Ninth Amendment Effective Date with respect to any portion of the outstanding Advances or the Term Loan on such date that is a Base Rate Loan), the applicable margin set forth in the following table that corresponds to the most recent Senior Leverage Ratio calculation delivered to Agent for the end of a fiscal quarter pursuant to Section 5.1 of the Agreement (the “Senior Leverage Ratio Calculation”); provided, however, that for the period from the Ninth Amendment

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Effective Date through the date Agent receives the Senior Leverage Ratio Calculation in respect of the testing period ending June 30, 2011, in the event the Senior Leverage Ratio Calculation corresponds to the Base Rate Margin in the row styled “Level I”, the Base Rate Margin shall instead be set at the margin in the row styled “Level II”:

Level	Senior Leverage Ratio Calculation	Base Rate Margin
I	If the Senior Leverage Ratio is less than 1.5:1.0	0.00 percentage points
II	If the Senior Leverage Ratio is greater than or equal to 1.50:1.0 and less than 2.00:1.00	0.25 percentage points
III	If the Senior Leverage Ratio is greater than or equal to 2.00:1.00	0.50 percentage points

Except as set forth in the foregoing proviso, the Base Rate Margin shall be based upon the most recent Senior Leverage Ratio Calculation calculated as of the end of a fiscal quarter. Except as set forth in the foregoing proviso, the Base Rate Margin shall be re-determined quarterly on the first day of the month following the date of delivery to Agent of the certified calculation of the Senior Leverage Ratio pursuant to Section 5.1 of the Agreement; provided, however, that if Borrower fails to provide such certification when such certification is due, the Base Rate Margin shall be set at the margin in the row styled “Level III” as of the first day of the month following the date on which the certification was required to be delivered until the date on which such certification is delivered, on which date (but not retroactively), without constituting a waiver of any Default or Event of Default occasioned by the failure to timely deliver such certification, the Base Rate Margin shall be set at the margin based upon the calculations disclosed by such certification. In the event that the information regarding the Senior Leverage Ratio contained in any certificate delivered pursuant to Section 5.1 of the Agreement is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Base Rate Margin for any period (a “Base Rate Period”) than the Base Rate Margin actually applied for such Base Rate Period, then (i) Borrower shall immediately deliver to Agent a correct certificate for such Base Rate Period, (ii) the Base Rate Margin shall be determined as if the correct Base Rate Margin (as set forth in the table above) were applicable for such Base Rate Period, and (iii) Borrower shall immediately deliver to Agent full payment in respect of the accrued additional interest as a result of such increased Base Rate Margin for such Base Rate Period, which payment shall be promptly applied by Agent to the affected Obligations.

     “Credit Amount” means the lesser of (a)$103,039,062 and (b) the result of (i) 80% times (ii) Borrower’s TTM Recurring Revenue for the most recently completed trailing twelve consecutive month period and evidenced by the report delivered to Agent pursuant to clause (b) of Schedule 5.2 to the Agreement, together with such other supporting information as Agent may reasonably request.

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     “LIBOR Rate Margin” means, as of any date of determination (commencing on the first day Borrower exercises the LIBOR Option after the Ninth Amendment Effective Date (such date the “Ninth Amendment LIBOR Option Date”) with respect to any portion of the outstanding Advances or the Term Loan on such date that is a LIBOR Rate Loan), the applicable margin set forth in the following table that corresponds to the most recent Senior Leverage Ratio calculation delivered to Agent pursuant to Section 5.1 of the Agreement for the end of a fiscal quarter (the “Senior Leverage Ratio Calculation”); provided, however, that (i) at any time prior to Ninth Amendment LIBOR Option Date, the LIBOR Rate Margin shall be 3.50 percentage points and (ii) at any time during the period commending on the Ninth Amendment LIBOR Option Date through the date Agent receives the Senior Leverage Ratio Calculation in respect of the testing period ending June 30, 2011, in the event the Senior Leverage Ratio Calculation corresponds to the LIBOR Rate Margin in the row styled “Level I”, the LIBOR Rate Margin shall instead be set at the margin in the row styled “Level II”:

Level	Senior Leverage Ratio Calculation	LIBOR Rate Margin
I	If the Senior Leverage Ratio is less than 1.5:1.0	2.75 percentage points
II	If the Senior Leverage Ratio is greater than or equal to 1.50:1.0 and less than 2.00:1.00	3.00 percentage points
III	If the Senior Leverage Ratio is greater than or equal to 2.00:1.00	3.25 percentage points

Except as set forth in the foregoing proviso, the LIBOR Rate Margin shall be based upon the most recent Senior Leverage Ratio Calculation calculated as of the end of a fiscal quarter. Except as set forth in the foregoing proviso, the LIBOR Rate Margin shall be re-determined quarterly on the first day of the month following the date of delivery to Agent of the certified calculation of the Senior Leverage Ratio pursuant to Section 5.1 of the Agreement; provided, however, that if Borrower fails to provide such certification when such certification is due, the LIBOR Rate Margin shall be set at the margin in the row styled “Level III” as of the first day of the month following the date on which the certification was required to be delivered until the date on which such certification is delivered, on which date (but not retroactively), without constituting a waiver of any Default or Event of Default occasioned by the failure to timely deliver such certification, the LIBOR Rate Margin shall be set at the margin based upon the calculations disclosed by such certification. In the event that the information regarding the Senior Leverage Ratio contained in any certificate delivered pursuant to Section 5.1 of the Agreement is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher LIBOR Rate Margin for any period (a “LIBOR Rate Period”) than the LIBOR Rate Margin actually applied for such LIBOR Rate Period, then (i) Borrower shall immediately deliver to Agent a correct certificate for such LIBOR Rate Period, (ii) the LIBOR Rate Margin shall

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be determined as if the correct LIBOR Rate Margin (as set forth in the table above) were applicable for such LIBOR Rate Period, and (iii) Borrower shall immediately deliver to Agent full payment in respect of the accrued additional interest and Letter of Credit fees as a result of such increased LIBOR Rate Margin for such LIBOR Rate Period, which payment shall be promptly applied by Agent to the affected Obligations.

     “Loan Documents” means the Agreement, the Bank Product Agreements, the Controlled Account Agreements, the Control Agreements, the Copyright Security Agreement, any Credit Amount Certificate, the Fee Letter, the Guaranty, the Intercompany Subordination Agreement, the Letters of Credit, the Mortgages, the Patent Security Agreement, the Security Agreement, the Trademark Security Agreement, any note or notes executed by Borrower in connection with the Agreement and payable to any member of the Lender Group, any letter of credit application entered into by Borrower in connection with the Agreement, and any other agreement entered into, now or in the future, by Borrower or any of its Subsidiaries and any member of the Lender Group in connection with the Agreement.

     “Maximum Revolver Amount” means $37,000,000, decreased by the amount of reductions in the Revolver Commitments made in accordance with Section 2.4(c) of the Agreement.

     “Permitted Acquisition” means any Acquisition so long as:

     (a) no Default or Event of Default shall have occurred and be continuing or would result from the consummation of the proposed Acquisition and the proposed Acquisition is consensual,

     (b) no Indebtedness will be incurred, assumed, or would exist with respect to Borrower or its Subsidiaries as a result of such Acquisition, other than Indebtedness permitted under clauses (g), (r), (s) and (t) of the definition of Permitted Indebtedness, and no Liens will be incurred, assumed, or would exist with respect to the assets of Borrower or its Subsidiaries as a result or such Acquisition other than Permitted Liens,

     (c) Borrower has provided Agent with written confirmation, supported by reasonably detailed calculations, that on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to such proposed Acquisition, are factually supportable, and are expected to have a continuing impact, in each case, determined as if the combination had been accomplished at the beginning of the relevant period; such eliminations and inclusions to be mutually and reasonably agreed upon by Borrower and Agent) created by adding the historical combined financial statements of Borrower (including the combined financial statements of any other Person or assets that were the subject of a prior Permitted Acquisition during the relevant period) to the historical consolidated financial statements of the Person to be acquired (or the historical financial statements related to the assets to be acquired) pursuant to the

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proposed Acquisition, Borrower and its Subsidiaries are projected to be in compliance with the financial covenants in Section 7 for the 4 fiscal quarter period ended one year after the proposed date of consummation of such proposed Acquisition,

     (d) Borrower has provided Agent with due diligence information relative to the proposed Acquisition, including forecasted balance sheets, profit and loss statements, and cash flow statements of the Person to be acquired, all prepared on a basis consistent with such Person’s historical financial statements, together with appropriate supporting details and a statement of underlying assumptions for the 1 year period following the date of the proposed Acquisition, on a quarter by quarter basis), in form and substance (including as to scope and underlying assumptions) reasonably satisfactory to Agent,

     (e) Borrower shall have Excess Availability plus Qualified Cash in an amount equal to or greater than $5,000,000 immediately after giving effect to the consummation of the proposed Acquisition,

     (f) the assets being acquired or the Person whose Stock is being acquired (i) did not have EBITDA less than negative One Million Dollars (-$1,000,000) during the 12 consecutive month period most recently concluded prior to the date of the proposed Acquisition and (ii) is not projected to have negative EBITDA during the 12 consecutive month period immediately following the date of the proposed Acquisition,

     (g) Borrower has provided Agent with written notice of the proposed Acquisition at least 15 Business Days prior to the anticipated closing date of the proposed Acquisition and, not later than 5 Business Days prior to the anticipated closing date of the proposed Acquisition, copies of the acquisition agreement and other material documents relative to the proposed Acquisition, which agreement and documents must be reasonably acceptable to Agent,

     (h) the assets being acquired (other than a de minimis amount of assets in relation to Borrower’s and its Subsidiaries’ total assets), or the Person whose Stock is being acquired, are useful in or engaged in, as applicable, the business of Borrower and its Subsidiaries or a business reasonably related thereto,

     (i) the assets being acquired (other than a de minimis amount of assets in relation to the assets being acquired) are located within the United States or Canada or the Person whose Stock is being acquired is organized in a jurisdiction located within the United States or Canada,

     (j) the subject assets or Stock, as applicable, are being acquired directly by a Loan Party, and, in connection therewith, the applicable Loan Party shall have complied with Section 5.11 or 5.12, as applicable, of the Agreement, and

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     (k) the purchase consideration payable in respect of all Permitted Acquisitions consummated after the Ninth Amendment Effective Date (including Earn-outs and other deferred payment obligations (including Holdbacks)) shall not exceed $80,000,000 in the aggregate; provided that the purchase consideration payable in cash or Cash Equivalents shall not exceed $40,000,000 in the aggregate.

          (l) Clause (r) of the definition of “Permitted Indebtedness” set forth on Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:

     (r) Earn-outs and Holdbacks payable in cash owing to sellers of assets or Stock to a Loan Party arising in connection with the consummation of one or more Permitted Acquisitions so long as (i) the aggregate maximum liabilities (contingent or otherwise) for all such Earn-Outs and Holdbacks does not exceed $20,000,000 in the aggregate after the Ninth Amendment Effective Date (it being acknowledged and agreed that all Earn-outs and/or Holdbacks payable at the applicable Loan Party’s election in either cash or through the issuance of Stock of the Borrower or any other Loan Party shall be deemed to be payable in cash, and (ii) the maximum liability (contingent or otherwise) for any individual Earn-Out does not exceed 20% of the purchase consideration payable in respect of such Permitted Acquisition,

          (m) Clause (s) of the definition of “Permitted Indebtedness” set forth on Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:

     (s) Earn-outs and Holdbacks owing to sellers of assets or Stock to a Loan Party arising in connection with the consummation of one or more Permitted Acquisitions so long as any such Earn-out and/or Holdback, as applicable, is payable solely in Stock that is not Prohibited Stock,

          (n) Clause (t) of the definition of “Permitted Indebtedness” set forth on Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:

          (t) [Intentionally omitted]; and

          (o) Schedule 1.1 to the Credit Agreement is hereby amended to delete the defined terms “Borrowing Base”, “Borrowing Base Certificate” and “Borrowing Base Excess Amount” in their entirety.

          (p) The columns titled “Lender” and “Revolver Commitment” on Schedule C-1 to the Credit Agreement are hereby amended and restated in their entirety as follows:

Lender	Revolver Commitment
Wells Fargo Capital Finance, LLC	$	15,000,000
Comerica Bank	$	22,000,000
All Lenders	$	37,000,000

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          (q) The first row of Schedule 5.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:

as soon as available, but in any event within 45 days after the end of each fiscal quarter during each of Borrower’s fiscal years	(a) an unaudited consolidated balance sheet, income statement, statement of cash flow, and statement of shareholder’s equity covering Borrower’s and its Subsidiaries’ operations during such period and compared to the prior period and plan, together with a corresponding detailed discussion and analysis of results from management, and
	(b) Compliance Certificate along with, for each fiscal quarter for which the financial covenants set forth in Sections 7(a) and (b) are required to be tested in accordance with the terms of such Sections, the underlying calculations in detail reasonably acceptable to Agent, including the calculations to arrive at EBITDA to the extent applicable.

          (r) Schedule 5.2 to the Credit Agreement is amended and restated in its entirety as set forth on Schedule 5.2 attached hereto.

          (s) Exhibit B-1 to the Credit Agreement is hereby deleted from the Credit Agreement in its entirety.

          3. Continuing Effect. Except as expressly set forth in Section 2 of this Amendment, nothing in this Amendment shall constitute a modification or alteration of the terms, conditions or covenants of the Credit Agreement or any other Loan Document, or a waiver of any other terms or provisions thereof, and the Credit Agreement and the other Loan Documents shall remain unchanged and shall continue in full force and effect, in each case as amended hereby.

          4. Reaffirmation and Confirmation. Borrower hereby ratifies, affirms, acknowledges and agrees that the Credit Agreement and the other Loan Documents to which it is a party represent the valid, enforceable and collectible obligations of Borrower, and further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Credit Agreement or any other Loan Document. Borrower hereby agrees that this Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. The Liens and rights securing payment of the Obligations are hereby ratified and confirmed by Borrower in all respects.

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          5. Conditions to Effectiveness. This Amendment shall become effective upon the satisfaction of each of the following conditions precedent:

          (a) Agent shall have received a copy of this Amendment executed and delivered by Agent, the Lenders and the Loan Parties (with four (4) original copies of this Amendment to follow within two (2) Business Days after the date hereof);

          (b) Agent shall have received such documents, agreements and instruments as may be reasonably required by Agent in connection with this Amendment, each in form and substance reasonably satisfactory to Agent;

          (c) No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Amendment;

          (d) Wells Fargo Capital Finance, LLC, as a Lender and for its own account, shall have received an additional commitment fee in an amount equal to $43,750, which fee shall be fully earned, due and payable on the date hereof, nonrefundable when paid and is in addition to any other fees payable by Borrower under the Credit Agreement or any other Loan Document; and

          (e) Comerica Bank, as a Lender and for its own account, shall have received an additional commitment fee in an amount equal to $91,250, which fee shall be fully earned, due and payable on the date hereof, nonrefundable when paid and is in addition to any other fees payable by Borrower under the Credit Agreement or any other Loan Document.

          6. Representations and Warranties. In order to induce Agent and Lenders to enter into this Amendment, each Loan Party hereby represents and warrants to Agent and Lenders that:

          (a) After giving effect to this Amendment, all representations and warranties contained in the Loan Documents to which such Loan Party is a party are true and correct in all material respects on and as of the date of this Amendment (except to the extent any representation or warranty expressly related to an earlier date and except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or dollar thresholds in the text thereof);

          (b) No Default or Event of Default has occurred and is continuing; and

          (c) This Amendment and the Loan Documents, as amended hereby, constitute legal, valid and binding obligations of such Loan Party and are enforceable against such Loan Party in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally.

          7. Covenant. Within 60 days of the date hereof, Borrower shall deliver to Agent fully executed copies of Control Agreements with respect to each of the Deposit Accounts of Yukon. Any failure to comply with the requirements of this Section 7 within the time period set forth herein shall constitute an immediate Event of Default.

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          8. Miscellaneous.

          (a) Expenses. Borrower agrees to pay on demand all reasonable costs and expenses of Agent and the Lenders (including reasonable attorneys fees) incurred in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided herein shall survive any termination of this Amendment and the Credit Agreement as amended hereby.

          (b) Choice of Law and Venue; Jury Trial Waiver; Reference Provision. Without limiting the applicability of any other provision of the Credit Agreement or any other Loan Document, the terms and provisions set forth in Section 12 of the Credit Agreement are expressly incorporated herein by reference.

          (c) Counterparts. This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment.

          9. Release.

          (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which such Loan Party or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto.

          (b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

          (c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized and delivered as of the date first above written.

REALPAGE, INC., a Delaware corporation
By:	/s/ Timothy J. Barker
	Name:	Timothy J. Barker
	Title:	CFO, EVP

Signature Page to Ninth Amendment to Credit Agreement

WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as Agent and as a Lender
By:	/s/ John Nocita
	Name:	John Nocita
	Title:	Managing Director

Signature Page to Ninth Amendment to Credit Agreement

COMERICA BANK, a Texas Banking Association, as a Lender
By:	/s/ Charles Fell
	Name:	Charles Fell
	Title:	Vice President

Signature Page to Ninth Amendment to Credit Agreement

CONSENT AND REAFFIRMATION

          Each Guarantor hereby (i) acknowledges receipt of a copy of the foregoing Ninth Amendment to Credit Agreement (the “Amendment”; capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Amendment), (ii) consents to Borrower’s execution and delivery of the Amendment; (iii) agrees to be bound by the Amendment (including Sections 3 and 9 thereof); (iv) affirms that nothing contained in the Amendment shall modify in any respect whatsoever any Loan Document to which it is a party except as expressly set forth therein; and (v) ratifies, affirms, acknowledges and agrees that each of the Loan Documents to which such Guarantor is a party represents the valid, enforceable and collectible obligations of such Guarantor, and further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Credit Agreement or any other such Loan Document. Each Guarantor hereby agrees that the Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. The Liens and rights securing payment of the Obligations are hereby ratified and confirmed by such Guarantor in all respects. Although each Guarantor has been informed of the matters set forth herein and has acknowledged and agreed to same, each Guarantor understands that neither Agent nor any Lender has any obligation to inform any Guarantor of such matters in the future or to seek any Guarantor’s acknowledgment or agreement to future amendments, waivers or consents, and nothing herein shall create such a duty.

[Signature Page Follows]

OPSTECHNOLOGY, INC., a Delaware corporation
By:	/s/ Timothy J. Barker
	Name:	Timothy J. Barker
	Title:	VP

MULTIFAMILY INTERNET VENTURES, LLC, a California limited liability company
By:	/s/ Timothy J. Barker
	Name:	Timothy J. Barker
	Title:	VP

STARFIRE MEDIA, INC., a Delaware corporation
By:	/s/ Timothy J. Barker
	Name:	Timothy J. Barker
	Title:	VP

REALPAGE INDIA HOLDINGS, INC., a Delaware corporation
By:	/s/ Timothy J. Barker
	Name:	Timothy J. Barker
	Title:	VP

A.L. WIZARD, INC., a Delaware corporation
By:	/s/ Timothy J. Barker
	Name:	Timothy J. Barker
	Title:	VP

Consent and Reaffirmation to Ninth Amendment to Credit Agreement

PROPERTYWARE, INC., a California corporation
By:	/s/ Timothy J. Barker
	Name:	Timothy J. Barker
	Title:	VP

43642 YUKON INC., a Yukon company
By:	/s/ Timothy J. Barker
	Name:	Timothy J. Barker
	Title:	VP

eREAL ESTATE INTEGRATION, INC. a California corporation
By:	/s/ Timothy J. Barker
	Name:	Timothy J. Barker
	Title:	VP

RP NEWCO LLC, a Delaware limited liability company
By:	/s/ Timothy J. Barker
	Name:	Timothy J. Barker
	Title:	VP

Consent and Reaffirmation to Ninth Amendment to Credit Agreement

Schedule 5.2

     Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the documents set forth below at the following times in form satisfactory to Agent:

Monthly (not later than the 20th day of each month)	(a) a Credit Amount Certificate, (b) a report summarizing the following (i) Recurring Revenue by recurring revenue type and product for the prior month, and (ii) Recurring Revenue by recurring revenue type and product for the trailing twelve months, and
	(c) a detailed report regarding Borrower’s and its Subsidiaries’ cash and Cash Equivalents, including an indication of which accounts constitute Qualified Cash.
Quarterly (no later than the last day of the month 45 days following the end of each fiscal quarter)	(d) IP Reporting Certificate, including a detailed list of the Required Disclosure Set, (e) copies of (i) each Material Contract entered into since the delivery of the previous Compliance Certificate, and (ii) each material amendment or modification of any Material Contract entered into since the delivery of the previous Compliance Certificate,
	(f) a list of any Material Contracts terminated since the delivery of the previous Compliance Certificate,
	(g) a certificate regarding the payment of Earn-outs during the prior fiscal quarter, and
	(h) attrition data by recurring revenue type for the prior fiscal quarter and trailing twelve month period consistent with what was previously provided.
At least once per fiscal year,	(i) a list of Borrower’s shareholders and the percentage ownership of Borrower’s Stock owned by each such shareholder.
Promptly after receipt thereof	(j) any notice of redemption received by Borrower from the requisite number of shareholders required to effect a mandatory redemption under Borrower’s Governing Documents,
	(k) any notice of default under any Payment Processing Cash Management Agreement received by any Loan Party, and
	(l) any demand for payment under a Payment Processing Guaranty received by any Loan Party.

Schedule 5.2 — Page 1

Upon request by Agent	(m) Such other reports, including but not limited to a summary aging of the Borrower’s Accounts, and a summary aging, by vendor, of Borrower’s accounts payable, and any book overdrafts, and as to accrued but unpaid taxes, the Collateral or the financial condition of Borrower and its Subsidiaries, as Agent may reasonably request, and
	(n) bank statement(s) or screen shot(s) showing the cash balances of the Borrower and its Subsidiaries as of the end of the prior week and an indication of the cash that is Qualified Cash.

Schedule 5.2 — Page 2

EX-10.2

Exhibit 10.2

RealPage Confidential
Management Incentive Plan
Approved by Compensation Committee 02/17/2011

RealPage 2011
Management Incentive Plan

Participant	EMPLOYEE NAME	Division	DIVISION
Target Award % (1)	PERCENTAGE	Eligibility Date:	DATE

Criteria	Weight	Target
Corporate Revenue	XX%	Each criterion has a target, a minimum, and a maximum. The target pays out at 100%. The minimum is 0% and the maximum is 200%.
Corporate EBITDA	XX%
Divisional Revenue	XX%
Divisional Profit	XX%
Individual Performance (4)	XX%	See Below

(1)	Target Award % represents the percentage of base salary earned during the eligible portion of the year which is achieved at target.
(2)	Corporate Revenue & EBITDA objectives are confidential and will not be disclosed until year end results are released. Divisional revenue & profit objectives may be disclosed, but should be kept strictly confidential.
(3)	Targets (including minimums and maximums) and awards may be adjusted by the compensation committee based on (i) risk assessment inherent in the target and (ii) special circumstances that were not anticipated when the targets were established.
(4)	Achievement of strategic goals & initiatives identified in the individual’s MIP plan as well as individual performance ratings and rankings will be used in the calculation of the individual rating.

The 2011 RealPage Management Incentive Plan (“MIP”) is intended to reward mid-level and senior managers with bonus compensation based on the achievement of corporate, group, departmental and individual objectives. To be eligible to earn bonus awards under this plan, a participant must:

i.	be a regular, full-time employee for at least 3 months during 2011;
ii.	be a regular, full-time employee on the date of payment of each award;
iii.	be a senior manager grade E13 or above;
iv.	not be on another incentive plan; and
v.	achieve an individual performance rating above 3.5.

In addition, to be eligible to receive a bonus, minimum 2011 Revenue and EBITDA objectives for the Company must be met.

A new manager will be eligible to initiate participation in the MIP beginning the first full month after the individual’s date of hire or promotion. Bonus awards will be prorated for the period of time the participant is a member of the plan; e.g., the bonus for a qualified manager hired on June 23rd would be prorated by 50%. Determination of how much is awarded to each participant is a function of up to five criteria. Achievement of objectives and goals will be determined by the Compensation Committee of the Board of Directors based on recommendations made by the President. Possible ratings range from 0% to 200% for each category. Awards will be made when declared in cash less required taxes and withholdings.

Example

Assume annual base salary earned during the year for a manager is $100K. The target award for this individual is 20% of base salary. Participant in the plan is based on the following weightings:

Corporate Revenue	15	%
Corporate EBITDA	10	%
Divisional Revenue	30	%
Divisional Profit	20	%
Individual Performance	25	%

The compensation committee of the Board of Directors determines corporate revenue objective is halfway between the 100% and 200% target, so this rating is 150%. EBITDA is also halfway between 100% and 200% goal so this rating is 150%. The division achieves both its revenue and profit goals, but does not exceed them. The employee’s individual performance achievement was worth 125% of the individual target. The bonus award for this individual would be computed as follows:

(1) Bonus based on corporate revenue achievement	=	$100,000 * .2 * .15 * 1.50	=	$	4,500
(2) Bonus based on corporate EBITDA achievement	=	$100,000 * .2 * .10 * 1.50	=	$	3,000
(3) Bonus based on divisional revenue achievement	=	$100,000 * .2 * .30 * 1.00	=	$	6,000
(4) Bonus based on divisional profit achievement	=	$100,000 * .2 * .20 * 1.00	=	$	4,000
(5) Bonus based on individual goals & initiatives	=	$100,000 * .2 * .25 * 1.25	=	$	6,250
Total Award				$	23,750

RealPage Confidential
Management Incentive Plan
Approved by Compensation Committee 02/17/2011

Additional Terms and Conditions:

All payments under the Management Incentive Plan shall be subject to standard withholding policies of the Company, including, without limitation, withholding for Federal Income Tax, FICA, Medicare, etc.

The Management Incentive Plan may be modified or terminated from time to time or at any time by the Company or the Compensation Committee at the Company’s or the Compensation Committee’s sole discretion.

Unless provided otherwise a written employment agreement executed by the participant and an authorized representative of the Company, all participants in the Management Incentive Plan are employed “at will” and may be terminated at any time, at the sole discretion of the Company. The Management Incentive Plan does not constitute an employment agreement, nor does it constitute a guarantee of continued employment.

A participant must be employed by the Company as a regular full-time employee on the date of any payment under the Management Incentive Plan.

This Management Incentive Plan is only effective for calendar year 2011.

By executing this Management Incentive Plan, the undersigned acknowledges that (s)he has read the MIP, understands the MIP and agrees to be bound by the provisions of the MIP.

Employee Name

DATE

EX-10.3

Exhibit 10.3

AMENDMENT NO. 1 TO

REALPAGE, INC.

2010 EQUITY INCENTIVE PLAN

(Effective February 18, 2011)

     REALPAGE, INC., having adopted the RealPage, Inc. 2010 Equity Incentive Plan (the “Plan”) as of August 11, 2010, hereby amends the Plan, effective as of February 18, 2011, as follows:

1.	Section 2(x) of the Plan is hereby amended and restated in its entirety to be and read as follows:
	“(x) “Outside Director” means a Director who is an “Independent Director” as defined in the Company’s Amended and Restated Independent Director Compensation Plan, as amended from time to time.”
2.	Section 11(c) of the Plan is hereby amended and restated in its entirety to be and read as follows:
	“(c) Annual Award. Each Outside Director will be automatically granted (an “Annual Award”) on April 1 of each year, beginning in 2011, a number of Shares of Restricted Stock determined by dividing (A) $100,000 by (B) the Fair Market Value of a share on the grant date, with the number of Shares rounded up to the nearest whole Share.”
3.	Section 11(d) of the Plan is hereby amended and restated in its entirety to be and read as follows:
	“(d) Terms. The terms of each Award granted pursuant to this Section will be as follows: The Restricted Stock awarded under each Annual Award will be issued for no cash consideration and will be forfeited and automatically transferred to and reacquired by the Company at no cost upon the date the Director ceases to provide services as a member of the Board (the “Forfeiture Provision). The Forfeiture Provision will lapse as to six and one-quarter percent (6.25%) of the Restricted Stock awarded in such Annual Award on the first day of each calendar quarter for sixteen (16) calendar quarters beginning on the first day of the calendar quarter immediately following the date of grant, provided that the Participant continues to serve as a Director through such dates.”

     IN WITNESS WHEREOF, RealPage, Inc., by its duly authorized officer, has executed this Amendment No. 1 to the Plan on the date indicated below.

REALPAGE, INC.
By:	/s/ Margot Lebenberg
	Margot Lebenberg
	Executive Vice President, Chief Legal Officer and Secretary

Date: February 18, 2011