AMENDMENT NO. 1
TO
ASSET PURCHASE AGREEMENT

This Amendment No. 1 to Asset Purchase Agreement (this “Amendment”), dated as of May 11, 2017, is entered into by and among the parties named on the signature pages hereto (the “Parties”).
RECITALS
WHEREAS, the Parties previously entered into that certain Asset Purchase Agreement dated as of February 27, 2017 (the “Agreement”) providing for the transactions contemplated therein; and
WHEREAS, the Parties wish to amend the Agreement in the manner hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
Section 1.    Effective immediately, Section 8.1(c) of the Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:
“(c)    by either Parent (on behalf of itself and the Buyer Parties) or the Representative (on behalf of the Sellers and Seller Owners) if the Closing shall not have occurred on or before December 31, 2017 (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 8.1(c) shall not be available to any Party if the breach or failure to perform by such Party of its obligations under this Agreement, or the failure to act in good faith, is the principal cause of, or resulted in, the failure of the transactions contemplated herein to be consummated on or before such date;”
Section 2.    As amended hereby, the Agreement is hereby ratified, confirmed and approved in all respects.
Section 3.    This Amendment 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.

[Signature pages follow.]






IN WITNESS WHEREOF, each of the Parties has signed this Amendment, or has caused this Amendment to be signed by its duly authorized officer, as of the date first above written.
PARENT:
REALPAGE, INC.
By: /s/ Stephen T. Winn            
Name:    Stephen T. Winn
Title:    Chief Executive Officer

BUYER:
RP NEWCO XX LLC
By: RealPage, Inc., its sole member
By: /s/ Stephen T. Winn            
Name:    Stephen T. Winn
Title:    Chief Executive Officer


    2



SELLERS:
THE RAINMAKER GROUP HOLDINGS, INC.


By: /s/ Bruce A. Barfield                
Name:     Bruce A. Barfield
Title:    President


THE RAINMAKER GROUP VENTURES, LLC


By: /s/ Bruce A. Barfield                
Name:     Bruce A. Barfield
Title:    Chief Executive Officer


THE RAINMAKER GROUP REAL ESTATE, LLC

By: The Rainmaker Group Holdings, Inc., it Manager

By: /s/ Bruce A. Barfield                
Name: Bruce A. Barfield
Title: President


THE RAINMAKER GROUP - RENT JUNGLE LLC

By: The Rainmaker Group Holdings, Inc., it Manager

By: /s/ Bruce A. Barfield                
Name: Bruce A. Barfield
Title: President


THE RAINMAKER GROUP DATA, LLC

    3




By: The Rainmaker Group Holdings, Inc., it Manager

By: /s/ Bruce A. Barfield                
Name: Bruce A. Barfield
Title: President



SELLER OWNERS:


/s/ Bruce A. Barfield                
Bruce A. Barfield


/s/ Tamara Farley                
Tamara Farley


THE BRUCE ALAN BARFIELD TRUST, dated as of December 27, 2011

By: /s/ Douglas P. Krevolin                
Name: Douglas P. Krevolin
Title: Trustee


THE TAMARA TANNER FARLEY TRUST, dated as of December 27, 2011

By: /s/ Douglas P. Krevolin                
Name: Douglas P. Krevolin
Title: Trustee




    4



/s/ John C. Alexander                    
John C. Alexander



REPRESENTATIVE:


/s/ Bruce A. Barfield                
Bruce A. Barfield, in his capacity as
Representative





HOSPITALITY SUBSIDIARIES:
THE RAINMAKER GROUP LAS VEGAS, LLC

By: The Rainmaker Group Holdings, Inc., it Manager

By: /s/ Bruce A. Barfield                
Name: Bruce A. Barfield
Title: President


THE RAINMAKER GROUP REVCASTER, LLC

By: The Rainmaker Group Holdings, Inc., it Manager

By: /s/ Bruce A. Barfield                
Name: Bruce A. Barfield
Title: President


RAINMAKER GROUP ASIA PACIFIC, PTE. LTD.

    5





By: /s/ Bruce A. Barfield                
Name: Bruce A. Barfield
Title: Director

By: /s/ Tamara T. Farley                
Name: Tamara T. Farley
Title: Director





    6