Common use of Indemnification Etc Clause in Contracts

Indemnification Etc. 64 10.1 Survival of Representations, Etc 64 10.2 Indemnification 65 10.3 Limitations 67 10.4 Payment Source 68 10.5 No Contribution 69 10.6 Insurance 69 10.7 Indemnification Claim Procedure 69 10.8 Third Party Claims 73 10.9 Election of Claims 74 10.10 Exercise of Remedies Other Than by Parent 74 10.11 Exclusive Remedy 74 11. Miscellaneous Provisions 75 11.1 Securityholders’ Agent 75 11.2 Further Assurances 76 11.3 No Waiver Relating to Claims for Fraud 76 11.4 Fees and Expenses 76 11.5 Attorneys’ Fees 77 11.6 Notices 77 11.7 Headings 75 11.8 Counterparts and Exchanges by Electronic Transmission or Facsimile78 11.9 Governing Law; Dispute Resolution 79 11.10 Successors and Assigns 79 11.11 Remedies Cumulative; Specific Performance 79 11.12 Non-Recourse 80 11.13 Waiver 80 11.14 Waiver of Jury Trial 80 11.15 Amendments 80 11.16 Severability 81 11.17 Parties in Interest 81 11.18 Entire Agreement 81 11.19 Disclosure Schedule 81 11.20 Waiver of Conflicts 81 11.21 Construction 82 iii Exhibits and Schedules EXHIBIT A Certain Definitions EXHIBIT B Form of Significant Owner Agreement EXHIBIT C Form of Management Deferral Agreement EXHIBIT D Form of Amended and Restated LLC Agreement Schedule A Schedule of Employment Documents Schedule B R&W Policy Schedule 1 to Exhibit A Sample Working Capital Calculation Schedule 1.1 Blocker Stock Allocation Schedule 1.5(c) Escrow Agreement Schedule 1.8(b) Letter of Transmittal Schedule 1.10(a) Accounting Policies Schedule 2.16(b) Key Employees Schedule 5.2 Interim Reporting Matters Schedule 5.6 Agreements to be Terminated/Amended as of the Effective Time Schedule 5.10 Repaid Indebtedness Schedule 5.13(i) Voluntary Disclosure Jurisdictions Schedule 6.6 Employee Benefits Schedule 7.1(b) Materiality Threshold Schedule 7.3(b) Required Third-Party Consents Schedule 7.10 India and Portugal Operations Schedule 10.2(a)(xii) Specified Indemnity AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT THIS AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 6, 2019, by and among: REALPAGE, INC., a Delaware corporation (“Parent”); RP NEWCO XXIX LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Parent (“Merger Sub”); BUILDIUM, LLC, a Delaware limited liability company (the “Company”); SUMERU EQUITY PARTNERS FUND L.P., a Delaware limited partnership (“SEP”); K1 PRIVATE INVESTORS, L.P., a Delaware limited partnership (“K1 PI”); K1 PRIVATE INVESTORS (A), L.P., a Delaware limited partnership (“K1 PI(A)” and together with K1 PI, “K1”); and SEP, as the Securityholders’ Agent. Certain capitalized terms used in this Agreement are defined in Exhibit A.

Indemnification Etc. 64 10.1 27 9.1 Survival of Representations, Etc 64 10.2 Warranties and Covenants 27 9.2 Indemnification 65 10.3 Limitations 67 10.4 Payment Source 68 10.5 No Contribution 69 10.6 Insurance 69 10.7 by the Selling Stockholders 28 9.3 Indemnification by Netivation 28 9.4 Minimum Claim Procedure 69 10.8 Against the Selling Stockholders 29 9.5 Minimum Claim Against Netivation 29 9.6 Defense of Third Party Claims 73 10.9 Election of Claims 74 10.10 Exercise of Remedies Other Than by Parent 74 10.11 29 9.7 Indemnity Reserve 30 9.8 Exclusive Remedy 74 11. Miscellaneous Provisions 75 11.1 Securityholders’ 30 SECTION 10 - MISCELLANEOUS PROVISIONS 30 10.1 Selling Stockholders' Agent 75 11.2 30 10.2 Further Assurances 76 11.3 No Waiver Relating to Claims for Fraud 76 11.4 32 10.3 Fees and Expenses 76 11.5 32 10.4 Attorneys’ ' Fees 77 11.6 32 10.5 Notices 77 11.7 33 10.6 Headings 75 11.8 33 10.7 Counterparts and Exchanges by Electronic Transmission or Facsimile78 11.9 34 10.8 Governing Law; Dispute Resolution 79 11.10 Law 34 10.9 Successors and Assigns 79 11.11 34 10.10 Remedies Cumulative; Specific Performance 79 11.12 Non-Recourse 80 11.13 34 10.11 Waiver 80 11.14 Waiver 34 10.12 Amendments 35 10.13 Time of Jury Trial 80 11.15 Amendments 80 11.16 the Essence 35 10.14 Severability 81 11.17 35 10.15 Parties in Interest 81 11.18 35 10.16 Entire Agreement 81 11.19 Disclosure Schedule 81 11.20 Waiver of Conflicts 81 11.21 35 10.17 Construction 82 iii Exhibits and Schedules EXHIBIT 35 EXHIBITS Exhibit A - Selling Stockholders Exhibit B - Certain Definitions EXHIBIT B Exhibit C - Director and Officer of Surviving Corporation Exhibit D - Allocation of Merger Consideration Exhibit E - Form of Significant Owner Agreement EXHIBIT C Legal Opinion Exhibit F - Form of Management Deferral Employment and Noncompetition Agreement EXHIBIT D Exhibit G - Form of Amended and Restated LLC Agreement Schedule A Schedule of Employment Documents Schedule B R&W Policy Schedule 1 to Exhibit A Sample Working Capital Calculation Schedule 1.1 Blocker Stock Allocation Schedule 1.5(c) Escrow Agreement Schedule 1.8(b) Letter Exhibit H - Form of Transmittal Schedule 1.10(a) Accounting Policies Schedule 2.16(b) Key Employees Schedule 5.2 Interim Reporting Matters Schedule 5.6 Agreements to be Terminated/Amended as Prospective Offeree Questionnaire Exhibit I - Form of the Effective Time Schedule 5.10 Repaid Indebtedness Schedule 5.13(i) Voluntary Disclosure Jurisdictions Schedule 6.6 Employee Benefits Schedule 7.1(b) Materiality Threshold Schedule 7.3(b) Required ThirdLock-Party Consents Schedule 7.10 India and Portugal Operations Schedule 10.2(a)(xii) Specified Indemnity Up Agreement AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT THIS AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT (this “"Agreement”") is made and entered into as of November 6May 3, 20192000, by and among: REALPAGEXXXXXXXXXX.XXX, INC., a Delaware corporation (“Parent”"Netivation"); RP NEWCO XXIX LLC, XXXXXXXXXX.XXX MERGER THREE CORP., a Delaware limited liability company corporation and a wholly-owned Subsidiary subsidiary of Parent Netivation (“"Merger Sub”"); BUILDIUM, LLCPINNACLE MEDSOURCE, INC., a Delaware limited liability company Georgia corporation ("Pinnacle"), and the stockholders of Pinnacle set forth on Exhibit A hereto (the “Company”"Selling Stockholders"); SUMERU EQUITY PARTNERS FUND L.P., a Delaware limited partnership (“SEP”); K1 PRIVATE INVESTORS, L.P., a Delaware limited partnership (“K1 PI”); K1 PRIVATE INVESTORS (A), L.P., a Delaware limited partnership (“K1 PI(A)” and together with K1 PI, “K1”); and SEP, as the Securityholders’ Agent. Certain capitalized terms used in this Agreement are defined in Exhibit A.B.

Indemnification Etc. 64 10.1 68 11.1 Survival of Representations, Etc 64 10.2 Etc. 68 11.2 Indemnification 65 10.3 69 11.3 Limitations 67 10.4 Payment Source 68 10.5 71 11.4 No Contribution 69 10.6 Insurance 69 10.7 Indemnification Claim Procedure 69 10.8 Contribution, Etc. 72 11.5 Defense of Third Party Claims 73 10.9 Election of Claims 11.6 Indemnification Claim Procedure 74 10.10 11.7 Exercise of Remedies Other Than by Parent 74 10.11 Purchaser 81 11.8 Exclusive Remedy 74 1181 12. Miscellaneous Provisions 75 11.1 Securityholders81 12.1 Sellers’ Agent 75 11.2 Representative 81 12.2 Further Assurances 76 11.3 83 12.3 No Waiver Relating to Claims for Fraud 76 11.4 83 12.4 Fees and Expenses 76 11.5 Attorneys’ Fees 77 11.6 83 12.5 Notices 77 11.7 84 12.6 Headings 75 11.8 Counterparts 85 12.7 Counterparts; Execution and Exchanges Exchange by Electronic Transmission or Facsimile78 11.9 Means 85 12.8 Governing Law; Dispute Resolution 79 11.10 85 12.9 Successors and Assigns 79 11.11 86 12.10 Remedies Cumulative; Specific Performance 79 11.12 Non-Recourse 80 11.13 86 12.11 Waiver 80 11.14 87 12.12 Waiver of Jury Trial 80 11.15 87 12.13 Amendments 80 11.16 87 12.14 Severability 81 11.17 87 Table of Contents (continued) Page 12.15 Parties in Interest 81 11.18 87 12.16 Entire Agreement 81 11.19 88 12.17 Disclosure Schedule 81 11.20 Waiver 88 12.18 Conflict of Conflicts 81 11.21 Interest 88 12.19 Attorney-Client Privilege 89 12.20 Construction 82 iii 89 Exhibits and Schedules EXHIBIT A Certain Definitions Annex 1 to Exhibit A Persons Whose Knowledge is Imputed to the Company EXHIBIT B Form of Significant Owner Escrow Agreement EXHIBIT C Form of Management Deferral Agreement Release EXHIBIT D Form of Amended and Restated LLC Joinder Agreement Schedule A Schedule Exhibit E Form of Employment Documents Schedule B R&W Policy Schedule Option Surrender Agreement Annex I Accounting Principles SCHEDULE 1 to Exhibit A Sample Working Capital Calculation Schedule 1.1 Blocker Stock Allocation Schedule 1.5(c) Escrow Agreement Schedule 1.8(b) Letter of Transmittal Schedule 1.10(a) Accounting Policies Schedule 2.16(b) Key Employees Schedule 5.2 Interim Reporting Matters Schedule 5.6 2 Illustrative Closing Working Capital Amount SCHEDULE 1.6(c) Closing Consideration Spreadsheet SCHEDULE 6.6(a) Agreements to be Terminated/Amended Terminated as of the Effective Time Closing SCHEDULE 6.6(b) Securityholders Agreements to Terminate as of the Closing SCHEDULE 6.9 Payoff Letters Schedule 5.10 Repaid Indebtedness 7.1(a)(iv) Undertakings Schedule 5.13(i7.1(d) Voluntary Disclosure Jurisdictions Schedule 6.6 Employee Benefits Schedule 7.1(b) Materiality Threshold Schedule 7.3(bConsents and Notices SCHEDULE 8.3(b) Required Third-Third Party Consents Schedule 7.10 India and Portugal Operations Schedule 10.2(a)(xii) SCHEDULE 12.1 Specified Indemnity AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT THIS AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT Individuals SHARE Purchase Agreement This SHARE Purchase Agreement (this “Agreement”) is made and entered into as of November 6February 10, 20192021, by and among: REALPAGE(a) Tenable Network Security Ireland Limited, INC., a Delaware corporation an Irish private company limited by shares (“ParentPurchaser”); RP NEWCO XXIX LLC(b) Alsid SAS, a Delaware limited liability company société par actions simplifiée organized under the laws of France, with a share capital of €189,221 euros, having its registered office at 000 xxxxxxxxx Xxxxxxxxx, Xxxxx, France, and a wholly-owned Subsidiary of Parent (“Merger Sub”); BUILDIUM, LLC, a Delaware limited liability company registered with the Paris Trade and Companies Registry under the number 820 862 340 (the “Company”); SUMERU EQUITY PARTNERS FUND L.P.(c) each of the shareholders, the UK optionholder and warrantholders of the Company identified on the signature pages hereto or joined to this Agreement pursuant to a Joinder Agreement following exercises of Warrants and the UK Company Option during the Pre-Closing Period (collectively, the “Sellers” and each, a Delaware limited partnership (“SEP”); K1 PRIVATE INVESTORS, L.P., a Delaware limited partnership (“K1 PI”); K1 PRIVATE INVESTORS (A), L.P., a Delaware limited partnership (“K1 PI(A)” and together with K1 PI, “K1Seller”); and SEP(d) Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the SecurityholdersSellers’ AgentRepresentative. Certain capitalized terms used in this Agreement are defined in Exhibit A.

Indemnification Etc. 64 10.1 29 9.1 Survival of Representations, Etc 64 10.2 Warranties and Covenants 29 9.2 Indemnification 65 10.3 Limitations 67 10.4 Payment Source 68 10.5 No by the Representing Stockholders 29 9.3 Contribution 69 10.6 Insurance 69 10.7 Indemnification Claim Procedure 69 10.8 30 9.4 Ceiling; Limitation on Additional Damages 30 9.5 Defense of Third Party Claims 73 10.9 Election of Claims 74 10.10 30 9.6 Indemnity Reserve 31 9.7 Exercise of Remedies by Netivation Indemnitees Other Than by Parent 74 10.11 Exclusive Remedy 74 11. Miscellaneous Provisions 75 11.1 Securityholders’ Netivation 31 SECTION 10 - MISCELLANEOUS PROVISIONS 31 10.1 Representing Stockholders' Agent 75 11.2 31 10.2 Further Assurances 76 11.3 No Waiver Relating to Claims for Fraud 76 11.4 32 10.3 Fees and Expenses 76 11.5 32 10.4 Attorneys’ ' Fees 77 11.6 33 10.5 Notices 77 11.7 33 10.6 Headings 75 11.8 34 10.7 Counterparts and Exchanges by Electronic Transmission or Facsimile78 11.9 34 10.8 Governing Law; Dispute Resolution 79 11.10 Law 34 10.9 Successors and Assigns 79 11.11 34 10.10 Remedies Cumulative; Specific Performance 79 11.12 Non-Recourse 80 11.13 35 10.11 Waiver 80 11.14 Waiver 35 10.12 Amendments 35 10.13 Time of Jury Trial 80 11.15 Amendments 80 11.16 the Essence 35 10.14 Severability 81 11.17 35 10.15 Parties in Interest 81 11.18 35 10.16 Entire Agreement 81 11.19 Disclosure Schedule 81 11.20 Waiver of Conflicts 81 11.21 35 10.17 Construction 82 iii Exhibits 36 EXHIBITS Exhibit A - Stockholders, Optionholders and Schedules EXHIBIT A Warrantholders Exhibit B - Certain Definitions EXHIBIT B Exhibit C - Director and Officer of Surviving Corporation Exhibit D - Allocation of Merger Consideration Pursuant to Section 1.5 and Section 1.6 Exhibit E - Form of Significant Owner Subscription Agreement EXHIBIT C Exhibit F - Form of Management Deferral Employment and Noncompetition Agreement EXHIBIT D Exhibit G - Form of Amended and Restated LLC Agreement Schedule A Schedule of Employment Documents Schedule B R&W Policy Schedule 1 to Exhibit A Sample Working Capital Calculation Schedule 1.1 Blocker Stock Allocation Schedule 1.5(c) Escrow Agreement Schedule 1.8(b) Letter Exhibit H - Form of Transmittal Schedule 1.10(a) Accounting Policies Schedule 2.16(b) Key Employees Schedule 5.2 Interim Reporting Matters Schedule 5.6 Agreements to be Terminated/Amended as Release of the Effective Time Schedule 5.10 Repaid Indebtedness Schedule 5.13(i) Voluntary Disclosure Jurisdictions Schedule 6.6 Claims Exhibit I1 - Form of Lock-Up Agreement for Preferred Stockholders, Non-Former Employee, and Non-Current Employee Benefits Schedule 7.1(b) Materiality Threshold Schedule 7.3(b) Required ThirdCommon Stockholders Exhibit I2 - Form of Lock-Party Consents Schedule 7.10 India Up Agreement for Current Employee and Portugal Operations Schedule 10.2(a)(xii) Specified Indemnity Former Employee Common Stockholders AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT THIS AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT (this “"Agreement”") is made and entered into as of November 617, 20191999, by and among: REALPAGEXXXXXXXXXX.XXX, INC., a Delaware corporation (“Parent”"Netivation"); RP NEWCO XXIX LLC, XXXXXXXXXX.XXX MERGER CORP., a Delaware limited liability company corporation and a wholly-owned Subsidiary subsidiary of Parent Netivation (“"Merger Sub”"); BUILDIUM, LLCNET.CAPITOL, INC., a Delaware limited liability company corporation ("Net.Capitol"), and certain stockholders of Net.Capitol set forth on Exhibit A hereto (the “Company”"Representing Stockholders"); SUMERU EQUITY PARTNERS FUND L.P., a Delaware limited partnership (“SEP”); K1 PRIVATE INVESTORS, L.P., a Delaware limited partnership (“K1 PI”); K1 PRIVATE INVESTORS (A), L.P., a Delaware limited partnership (“K1 PI(A)” and together with K1 PI, “K1”); and SEP, as the Securityholders’ Agent. Certain capitalized terms used in this Agreement are defined in Exhibit A.B.

Indemnification Etc. 64 10.1 Survival of Representations, Etc 64 74 10.2 Indemnification 65 75 10.3 Limitations 67 76 10.4 Payment Exclusivity of Remedy, Further Limitations and Source 68 of Funds for Indemnification 78 10.5 No Contribution 69 Notice of Claims 79 10.6 Insurance 69 10.7 Indemnification Claim Procedure 69 10.8 Defense of Third Party Claims 73 10.9 Election 79 10.7 Parent’s Right of Claims 74 10.10 Set-Off 80 10.8 Exercise of Remedies Other Than by Parent 74 10.11 Exclusive Remedy 74 81 10.9 Tax Treatment of Indemnity Payments 81 10.10 Release of Funds From Indemnification Escrow Fund Following the Escrow Release Date 81 11. Miscellaneous Provisions 75 MISCELLANEOUS PROVISIONS 11.1 Securityholders’ Agent 75 82 11.2 Further Assurances 76 84 11.3 No Waiver Relating to Claims for Fraud 76 11.4 Fees and Expenses 76 84 11.4 Notices 85 TABLE OF CONTENTS (continued) Page 11.5 Attorneys’ Fees 77 Headings 86 11.6 Notices 77 11.7 Headings 75 11.8 Counterparts and Exchanges by Electronic Transmission or Facsimile78 11.9 86 11.7 Governing Law; Dispute Resolution 79 11.10 86 11.8 Successors and Assigns 79 11.11 87 11.9 Remedies Cumulative; Specific Performance 79 11.12 Non-Recourse 80 11.13 87 11.10 Waiver 80 11.14 87 11.11 Waiver of Jury Trial 80 11.15 87 11.12 Amendments 80 11.16 87 11.13 Severability 81 11.17 88 11.14 Parties in Interest 81 11.18 88 11.15 No Public Announcement 88 11.16 Entire Agreement 81 11.19 88 11.17 Disclosure Schedule 81 11.20 Waiver of Conflicts 81 11.21 88 11.18 Construction 82 iii Exhibits and Schedules EXHIBIT 89 11.19 Legal Representation 89 LIST OF EXHIBITS AND SCHEDULES EXHIBITS Exhibit A Certain Definitions EXHIBIT Exhibit B Form of Significant Owner Agreement EXHIBIT First Certificate of Merger Exhibit C Form of Management Deferral Agreement EXHIBIT Second Certificate of Merger Exhibit D Form of Amended and Restated LLC Revesting Agreement Schedule A Schedule Exhibit E Form of Employment Documents Schedule B R&W Policy Schedule 1 to Restrictive Covenant Agreement Exhibit A Sample Working Capital Calculation Schedule 1.1 Blocker Stock Allocation Schedule 1.5(c) F Form of Joinder Agreement Exhibit G Form of Lock-Up Agreement Exhibit H Form of Master Parent Promissory Note Exhibit I Form of Escrow Agreement Schedule 1.8(b) Exhibit J Form of PPP Escrow Agreement Exhibit K Form of Payment Agent Agreement Exhibit L Form of Letter of Transmittal Exhibit M Form of Warrant Letter of Transmittal Exhibit N Retention Bonus Terms Exhibit O Form of Retention Bonus Agreement Exhibit P Current Assets and Current Liabilities Exhibit Q Knowledge Individuals Exhibit R Form of RWI Policy SCHEDULES Schedule 1.10(a1.3(d)(ii) Accounting Policies Schedule 2.16(b) Key Employees Schedule 5.2 Interim Reporting Matters Schedule 5.6 Agreements to be Terminated/Amended as of the Effective Time or Terminated Schedule 5.10 Repaid Indebtedness 1.3(d)(xi) Payoff Letters Schedule 5.13(i1.3(d)(xiv) Voluntary Disclosure Third Party Assignments, Consents and Certificates Schedule 1.3(d)(xviii) Affiliate Arrangements Schedule 1.7(d) Contingent Consideration Extension Multipliers Schedule 1.10 Terminated Warrants Schedule 4.2(b) Permitted Pre-Closing Items Schedule 4.8(a) Agreements to be Terminated Schedule 4.8(b) Agreements to be Amended Schedule 7.3 Antitrust Jurisdictions Schedule 6.6 Employee Benefits Schedule 7.1(b) Materiality Threshold Schedule 7.3(b) Required Third-Party Consents Schedule 7.10 India and Portugal Operations Schedule 10.2(a)(xii) Specified Indemnity AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT THIS AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 6July 27, 20192021, by and among: REALPAGEamong LIFE360, INC., a Delaware corporation (“Parent”); RP NEWCO XXIX , JIOBIT MERGER SUB I, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub I”), JIOBIT MERGER SUB II, LLC, a Delaware limited liability company and a wholly-wholly owned Subsidiary of Parent (“Merger SubSub II” and together with Merger Sub I, the “Merger Subs”); BUILDIUM, LLCJIO, INC., a Delaware limited liability company corporation (the “Company”); SUMERU EQUITY PARTNERS FUND L.P., and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Delaware Colorado limited partnership (“SEP”); K1 PRIVATE INVESTORSliability company, L.P., a Delaware limited partnership (“K1 PI”); K1 PRIVATE INVESTORS (A), L.P., a Delaware limited partnership (“K1 PI(A)” and together with K1 PI, “K1”); and SEP, solely in its capacity as the Securityholders’ AgentAgent (as defined in Section 11.1(a)). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Indemnification Etc. 64 10.1 57 7.1 Survival of Representations, Etc Warranties and Covenants 57 7.2 Indemnification 57 7.3 Escrow Arrangements 59 7.4 Indemnification Procedures 60 7.5 Methods of Payment; Limitations 61 7.6 Stockholder Representative; Power of Attorney 62 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER 64 8.1 Termination 64 8.2 Effect of Termination 64 8.3 Amendment 64 8.4 Extension; Waiver 64 ARTICLE IX DEFINITIONS, CONSTRUCTION, ETC. 65 ARTICLE X GENERAL PROVISIONS 75 10.1 Notices 75 10.2 Indemnification 65 Entire Agreement 76 10.3 Limitations 67 Severability 77 10.4 Payment Source 68 Specific Performance 77 10.5 No Contribution 69 Disclosure Schedule 77 10.6 Insurance 69 10.7 Indemnification Claim Procedure 69 10.8 Third Party Claims 73 10.9 Election of Claims 74 10.10 Exercise of Remedies Other Than by Parent 74 10.11 Exclusive Remedy 74 11. Miscellaneous Provisions 75 11.1 Securityholders’ Agent 75 11.2 Further Assurances 76 11.3 No Waiver Relating to Claims for Fraud 76 11.4 Fees and Expenses 76 11.5 Attorneys’ Fees 77 11.6 Notices 10.7 Successors and Assigns; Parties in Interest 77 11.7 Headings 75 11.8 Counterparts and Exchanges by Electronic Transmission or Facsimile78 11.9 10.8 Waiver 78 10.9 Governing Law; Dispute Resolution 79 11.10 Successors and Assigns 79 11.11 Remedies Cumulative; Specific Performance 79 11.12 Non-Recourse 80 11.13 Waiver 80 11.14 Venue 78 10.10 Waiver of Jury Trial 80 11.15 Amendments 80 11.16 Severability 81 11.17 Parties in Interest 81 11.18 Entire 78 10.11 Other Remedies 78 10.12 Counterparts; Facsimile Delivery 78 10.13 Time of the Essence 79 INDEX OF EXHIBITS Exhibit Description Exhibit A Form of Indemnification Escrow Agreement 81 11.19 Disclosure Schedule 81 11.20 Waiver of Conflicts 81 11.21 Construction 82 iii Exhibits and Schedules EXHIBIT A Certain Definitions EXHIBIT Exhibit B Form of Significant Owner Agreement EXHIBIT C Form Certificate of Management Deferral Agreement EXHIBIT D Merger Exhibit C-1 Form of Amended and Restated LLC Voting Agreement Exhibit C-2 Form of Amended and Restated Right of First Refusal and Co-Sale Agreement Exhibit C-3 Form of Amended and Restated Investors’ Rights Agreement Exhibit D Form of Parent Bylaws Exhibit E Post-Merger Capitalization Schedule A Schedule Exhibit F Form of Employment Documents Schedule B R&W Policy Schedule 1 Representation Letter Exhibit G-1 Form of Assignment (Duke University) Exhibit G-2 Form of Assignment (University of Florida) Exhibit H Assignment and Assumption Agreement Exhibit I Series E Preferred Stock Purchase Agreement Exhibit J Agreement to Convert to Series E Preferred Stock and related Release Exhibit A Sample Working Capital Calculation Schedule 1.1 Blocker Stock Allocation Schedule 1.5(c) Escrow K Arrowhead Securities Purchase Agreement Schedule 1.8(b) Letter Exhibit L Form of Transmittal Schedule 1.10(a) Accounting Policies Schedule 2.16(b) Key Employees Schedule 5.2 Interim Reporting Matters Schedule 5.6 Agreements to be Terminated/Amended as C Sixty Asset Purchase Agreement Exhibit M Form of the Effective Time Schedule 5.10 Repaid Indebtedness Schedule 5.13(i) Voluntary Disclosure Jurisdictions Schedule 6.6 Employee Benefits Schedule 7.1(b) Materiality Threshold Schedule 7.3(b) Required Third-Party Consents Schedule 7.10 India and Portugal Operations Schedule 10.2(a)(xii) Specified Indemnity Restated Parent Certificate of Incorporation Exhibit N Form of Grid Note AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT THIS AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of November 6March 21, 20192007 (the “Agreement Date”), by and among: REALPAGEamong Unidym, INC.Inc., a Delaware corporation (“Parent”); RP NEWCO XXIX , Unidym Acquisition, LLC, a Delaware limited liability company and a wholly-owned Subsidiary subsidiary of Parent (“Merger SubLLC”); BUILDIUM, LLCCarbon Nanotechnologies, Inc., a Delaware limited liability company corporation (the “Company”); SUMERU EQUITY PARTNERS FUND L.P., a Delaware limited partnership (“SEP”); K1 PRIVATE INVESTORSand Xxxxxxx X. XxXxxx, L.P.an individual, a Delaware limited partnership (“K1 PI”); K1 PRIVATE INVESTORS (A), L.P., a Delaware limited partnership (“K1 PI(A)” and together with K1 PI, “K1”); and SEP, solely for the purpose of acknowledging his appointment as the Securityholders’ AgentStockholder Representative pursuant to Section 7.6. Certain All capitalized terms used in this Agreement are defined in Exhibit A.Article IX.

Indemnification Etc. 64 10.1 48 7.1 Survival of Representations, Etc 64 10.2 Indemnification 65 10.3 . 48 7.2 Indemnification. 49 7.3 Limitations 67 10.4 Payment Source 68 10.5 No Contribution 69 10.6 Insurance 69 10.7 Indemnification Claim Procedure 69 10.8 Third 50 7.4 Amount of Loss 51 7.5 Mitigation 51 7.6 Investigation 51 7.7 Defense of Third-Party Claims 73 10.9 Election 52 7.8 Claims Procedures 53 7.9 Priority of Claims 74 10.10 Exercise Payment 54 7.10 R&W Policy 55 7.11 Payment to Securityholders from the Indemnity Escrow Share Amount. 56 7.12 Payment to Securityholders from the Escrow Cash Amount. 56 Table of Remedies Other Than by Parent 74 10.11 Exclusive Remedy 74 11Contents (Continued) 8. Miscellaneous Provisions 75 11.1 SecurityholdersTAX COVENANTS 57 8.1 Transfer Taxes 57 8.2 Tax Returns 57 8.3 Straddle Period 58 8.4 Elections 58 8.5 Pre-Closing Tax Returns 58 8.6 Overpayment 58 8.7 Continuation of Business on Closing Date 59 8.8 Contests 59 8.9 Cooperation and Exchange of Information 59 8.10 Survival 59 8.11 Tax Matters 60 8.12 Voluntary Disclosures 60 9. TERMINATION 60 9.1 Termination 60 9.2 Effect of Termination 61 10. MISCELLANEOUS PROVISIONS 61 10.1 Stockholders’ Agent 75 11.2 Further Assurances 76 11.3 No Waiver Relating to Claims for Fraud 76 11.4 61 10.2 Fees and Expenses 76 11.5 63 10.3 Attorneys’ Fees 77 11.6 64 10.4 Notices 77 11.7 64 10.5 Headings 75 11.8 65 10.6 Counterparts and Exchanges by Electronic Transmission or Facsimile78 11.9 Facsimile 65 10.7 Governing Law; Dispute Resolution 79 11.10 Indemnification Claims 65 10.8 Successors and Assigns 79 11.11 Remedies Cumulative; 66 10.9 Specific Performance 79 11.12 Non-Recourse 80 11.13 66 10.10 Waiver 80 11.14 Waiver of Jury Trial 80 11.15 66 10.11 Amendments 80 11.16 66 10.12 Severability 81 11.17 66 10.13 Parties in Interest 81 11.18 66 10.14 Entire Agreement 81 11.19 67 10.15 Disclosure Schedule 81 11.20 Waiver of Conflicts 81 11.21 67 10.16 Construction 82 iii Exhibits and Schedules EXHIBIT 67 10.17 Waiver; Privilege. 68 LIST OF EXHIBITS AND SCHEDULES EXHIBITS Exhibit A Certain Definitions EXHIBIT Exhibit B Form of Significant Owner Articles of Merger Exhibit C Articles of Incorporation of Merger Sub Exhibit D Bylaws of Merger Sub Exhibit E Letter of Transmittal Exhibit F Joinder Agreement EXHIBIT C Exhibit G Form of Management Deferral Agreement EXHIBIT D Resignation Letter Exhibit H Form of Amended and Restated LLC Non-Competition Agreement Schedule A Schedule Exhibit I Surrender Agreement Exhibit J Form of Employment Documents Schedule B R&W Policy Schedule 1 to Exhibit A Sample Working Capital Calculation Schedule 1.1 Blocker Stock Allocation Schedule 1.5(c1.13(a) Escrow Agreement Schedule 1.8(b) Letter of Transmittal Schedule 1.10(a) Accounting Policies Schedule 2.16(b) Key Employees Schedule 5.2 Interim Reporting Matters Schedule 5.6 Agreements to be Terminated/Amended as of the Effective Time Schedule 5.10 Repaid Indebtedness Schedule 5.13(i) Voluntary Disclosure Jurisdictions Schedule 6.6 Employee Benefits Schedule 7.1(b) Materiality Threshold Schedule 7.3(b) Required Third-Party Consents Schedule 7.10 India and Portugal Operations 7.2(a) Special Indemnity Items Schedule 10.2(a)(xii) Specified Indemnity A Consideration Spreadsheet Schedule B-1 Current Assets Schedule B-2 Current Liabilities AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT THIS AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of November 6August 31, 20192022, by and among: REALPAGEPurple Innovation, INC.Inc., a Delaware corporation (“Parent”); RP NEWCO XXIX LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Parent (“Merger Sub”); BUILDIUMGelato Intermediate, LLC, a Delaware limited liability company (the “Purchaser”); Gelato Merger Sub, Inc., a Utah corporation and wholly owned subsidiary of Purchaser (“Merger Sub”); Advanced Comfort Technologies, Inc., a Utah corporation (“Company”); SUMERU EQUITY PARTNERS FUND L.P.and X. Xxxxx Xxxxxxxx, a Delaware limited partnership (“SEP”); K1 PRIVATE INVESTORS, L.P., a Delaware limited partnership (“K1 PI”); K1 PRIVATE INVESTORS (A), L.P., a Delaware limited partnership (“K1 PI(A)” and together with K1 PI, “K1”); and SEPan individual, as the SecurityholdersStockholders’ Agent. Certain capitalized Capitalized terms used in this Agreement are defined or referenced in Exhibit A.A attached hereto.

Indemnification Etc. 64 10.1 Survival of Representations, Etc 64 Etc. 76 10.2 Indemnification 65 77 10.3 Limitations 67 78 10.4 Payment Source 68 10.5 No Contribution 69 80 10.5 Claim Procedures 80 10.6 Insurance 69 10.7 Indemnification Claim Procedure 69 10.8 Defense of Third Party Claims 73 81 10.7 Exclusive Remedy 82 10.8 Parent’s Right of Set-Off. 83 10.9 Election of Claims 74 10.10 Exercise of Remedies Other Than by Parent 74 10.11 Exclusive Remedy 74 83 10.10 Tax Treatment of Indemnity Payments 83 11. Miscellaneous Provisions 75 MISCELLANEOUS PROVISIONS 11.1 Securityholders’ Agent 75 83 11.2 Further Assurances 76 86 11.3 No Waiver Relating to Claims for Fraud 76 11.4 Fees and Expenses 76 86 11.4 Notices 86 11.5 Attorneys’ Fees 77 Headings 88 11.6 Notices 77 11.7 Headings 75 11.8 Counterparts and Exchanges by Electronic Transmission or Facsimile78 11.9 88 11.7 Governing Law; Dispute Resolution 79 11.10 88 11.8 Successors and Assigns 79 11.11 88 11.9 Remedies Cumulative; Specific Performance 79 11.12 Non-Recourse 80 11.13 89 11.10 Waiver 80 11.14 89 11.11 Waiver of Jury Trial 80 11.15 89 11.12 Amendments 80 11.16 89 11.13 Severability 81 11.17 89 11.14 Parties in Interest 81 11.18 89 11.15 No Public Announcement 90 11.16 Entire Agreement 81 11.19 90 11.17 Disclosure Schedule 81 11.20 Waiver of Conflicts 81 11.21 90 11.18 Construction 82 iii Exhibits and Schedules EXHIBIT 90 11.19 Privilege 91 LIST OF EXHIBITS AND SCHEDULES EXHIBITS Exhibit A Certain Definitions EXHIBIT Exhibit B Form of Significant Owner Joinder Agreement EXHIBIT Exhibit C Form of Management Deferral Restrictive Covenant Agreement EXHIBIT Exhibit D Form of Amended and Restated LLC Revesting Agreement Schedule A Schedule Exhibit E Form of Employment Documents Schedule B R&W Policy Schedule 1 to Certificate of Merger Exhibit A Sample Working Capital Calculation Schedule 1.1 Blocker Stock Allocation Schedule 1.5(c) F Form of Lock-Up Agreement Exhibit G Form of Escrow Agreement Schedule 1.8(b) Exhibit H Form of Letter of Transmittal Exhibit I Form of NSO Letter of Transmittal Exhibit J Form of Warrant Letter of Transmittal Exhibit K Current Assets and Current Liabilities Exhibit L Knowledge Individuals SCHEDULES Schedule 1.10(a1.3(c)(x) Accounting Policies Payoff Letters Schedule 2.16(b1.3(c)(xiii) Key Employees Third Party Consents Schedule 5.2 Interim Reporting Matters 1.3(c)(xv) Affiliate Arrangements Schedule 5.6 4.8(a) Agreements to be Terminated/Amended as of the Effective Time Terminated Schedule 5.10 Repaid Indebtedness Schedule 5.13(i5.1(b)(ii) Voluntary Disclosure Jurisdictions Schedule 6.6 Employee Benefits Schedule 7.1(b) Materiality Threshold Schedule 7.3(b) Required Third-Party Consents Schedule 7.10 India and Portugal Operations Schedule 10.2(a)(xii) Specified Indemnity AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT THIS AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 622, 20192021, by and among: REALPAGEamong LIFE360, INC., a Delaware corporation (“Parent”); RP NEWCO XXIX LLC, TRIUMPH MERGER SUB, INC., a Delaware limited liability company corporation and a wholly-wholly owned Subsidiary of Parent (“Merger Sub”); BUILDIUM, TILE, INC., a Delaware corporation (the “Company”), and FORTIS ADVISORS LLC, a Delaware limited liability company (the “Company”); SUMERU EQUITY PARTNERS FUND L.P., a Delaware limited partnership (“SEP”); K1 PRIVATE INVESTORS, L.P., a Delaware limited partnership (“K1 PI”); K1 PRIVATE INVESTORS (A), L.P., a Delaware limited partnership (“K1 PI(A)” and together with K1 PI, “K1”); and SEPcompany, as the Securityholders’ AgentAgent (as defined in Section 11.1(a)). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Indemnification Etc. 64 10.1 31 4.1 Survival of Representations, Etc 64 10.2 Etc. 31 4.2 Indemnification 65 10.3 Limitations 67 10.4 Payment Source 68 10.5 No Contribution 69 10.6 Insurance 69 10.7 Indemnification Claim Procedure 69 10.8 32 4.3 Exclusive Remedy 33 4.4 Defense of Third Party Claims 73 10.9 Election of 33 4.5 Claims 74 10.10 Exercise of Remedies Other Than by Parent 74 10.11 Exclusive Remedy 74 11Relating to Securities 34 SECTION 5. Miscellaneous Provisions 75 11.1 SecurityholdersMISCELLANEOUS PROVISIONS 34 5.1 Stockholders’ Agent 75 11.2 34 5.2 Certain Covenants 35 5.3 Public Announcements 37 5.4 Further Assurances 76 11.3 No Waiver Relating to Claims for Fraud 76 11.4 37 5.5 Fees and Expenses 76 11.5 37 5.6 Attorneys’ Fees 77 11.6 38 5.7 Notices 77 11.7 38 TABLE OF CONTENTS Page 5.8 Time of the Essence 39 5.9 Headings 75 11.8 39 5.10 Counterparts and Exchanges by Electronic Transmission or Facsimile78 11.9 39 5.11 Governing Law; Dispute Resolution 79 11.10 Venue 39 5.12 Successors and Assigns 79 11.11 39 5.13 Remedies Cumulative; Specific Performance 79 11.12 Non-Recourse 80 11.13 40 5.14 Waiver 80 11.14 40 5.15 Amendments 40 5.16 Severability 40 5.17 Parties in Interest 40 5.18 Entire Agreement 40 5.19 Disclosure Schedule 41 5.20 Waiver of Jury Trial 80 11.15 Amendments 80 11.16 Severability 81 11.17 Parties in Interest 81 11.18 Entire Agreement 81 11.19 Disclosure Schedule 81 11.20 Waiver of Conflicts 81 11.21 41 5.21 Construction 82 iii Exhibits and Schedules EXHIBIT 41 EXHIBITS Exhibit A Certain Definitions EXHIBIT definitions Exhibit B Form of Significant Owner Agreement EXHIBIT Certificate of Merger Exhibit C Form of Management Deferral Stockholder Representation Letter Exhibit D Escrow Agreement EXHIBIT D Exhibit E-1 Individuals to execute Affiliate Agreements Exhibit E-2 Form of Amended and Restated LLC Affiliate Agreement Schedule A Schedule Exhibit F Form of Employment Documents Schedule B R&W Policy Schedule 1 Amendment to Investor Rights Agreement Exhibit A Sample Working Capital Calculation Schedule 1.1 Blocker Stock Allocation Schedule 1.5(c) Escrow G Form of Legal Opinion of Bxxxxxx, Phleger & Hxxxxxxx LLP Exhibit H FIRPTA Form Exhibit I Form of Release Agreement Schedule 1.8(b) Letter Exhibit J Acknowledgement of Transmittal Schedule 1.10(a) Accounting Policies Schedule 2.16(b) Key Employees Schedule 5.2 Fees Exhibit K Unaudited Interim Reporting Matters Schedule 5.6 Agreements to be Terminated/Amended as of the Effective Time Schedule 5.10 Repaid Indebtedness Schedule 5.13(i) Voluntary Disclosure Jurisdictions Schedule 6.6 Employee Benefits Schedule 7.1(b) Materiality Threshold Schedule 7.3(b) Required Third-Party Consents Schedule 7.10 India and Portugal Operations Schedule 10.2(a)(xii) Specified Indemnity Balance Sheet AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT REORGANIZATION THIS AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT REORGANIZATION (this “Agreement”) is made and entered into as of November 6April 16, 20192002, by and among: REALPAGEBLUE MARTINI SOFTWARE, INC., a Delaware corporation (“Parent”); RP NEWCO XXIX LLCBLUE MARTINI HOLDINGS CORP. II, a Delaware limited liability company corporation and a wholly-wholly owned Subsidiary subsidiary of Parent (“Merger Sub”); BUILDIUM, LLCTHE CYBRANT CORP., a Delaware limited liability company corporation (the “Company”); SUMERU EQUITY PARTNERS FUND L.P., a Delaware limited partnership (“SEP”); K1 PRIVATE INVESTORS, L.P., a Delaware limited partnership (“K1 PI”); K1 PRIVATE INVESTORS (A), L.P., a Delaware limited partnership (“K1 PI(A)” and together with K1 PI, “K1”); and SEPDXXX XXXXXXXX, as the SecurityholdersStockholders’ Agent. Certain capitalized terms used in this Agreement are defined in Exhibit A..