Exhibit


Exhibit 10.2




FIRST AMENDMENT TO LEASE


This First Amendment to Lease (the "Amendment'), dated August 17, 2015, for references purposes  only, is made and entered into by and between  Nassau Land Company, L.P., a California  limited partnership (the "Landlord'),  and Appfolio,  Inc., a Delaware corporation (the "Tenant'), with reference  to the following  facts:


RECITALS:


A.     Landlord  is the owner of the real property and improvements consisting  of approximately 35,939 square feet of leasable space located in the Castilian  Technical  Center situated at 90 Castilian  Drive, Goleta, California  (the "Project').


B.     Landlord and Tenant entered into a Multi-Tenant Industrial Lease dated February
17, 2015 (the "Original Lease"), whereby  Landlord  leased to Tenant, and Tenant leased  from Landlord,  a total of approximately 18,635 square feet of leasable space located within the Project and commonly known as 90 Castilian  Drive, Suites 200 and 210, Goleta, California  (the "Original Premises").


C.     Suite 200 was delivered to Tenant on July 1, 2015 (the "First Delivery Date') and Suite 210 will be delivered to Tenant on September 1, 2015 (the "Second Delivery Date').


D.     Tenant has exercised its Expansion  Right, as more particularly described in Section K.3 of Exhibit K to the Original Lease, and Landlord  and Tenant wish to amend the leased  Premises  to include space on the first (1st) floor of the Building  located  at 90 Castilian Drive commonly  known  as Suite 120, consisting  of approximately 7,8551easable square feet (the "Specific Expansion Space"), and to address  other matters, including, without limitation, changes  to the amount of Rent.


E.     The parties have agreed to execute this Amendment in order to memorialize their understandings regarding certain amendments to the Lease.


F.     All capitalized terms that appear in this Amendment and are not defined herein shall have the meaning ascribed thereto in the Lease.


AGREEMENTS:


NOW THEREFORE, the parties hereto, intended to be legally bound, do hereby agree and further amend the Lease as follows:


1.     AMENDMENTS TO LEASE.  Notwithstanding any other provisions of the Lease to the contrary, effective as of the date set forth above, the Lease is hereby amended as follows:







1.1     Second Delivery Date. Section C.3.b(ii) of the Basic Provisions of the Original
Lease is hereby replaced in its entirety as follows:


"ii)  Suite 210 shall be delivered  to Tenant on December 1, 2015 (the "Second  Delivery
Date' )."


1.2     Under the terms and conditions set forth in Section K.3 of Exhibit K to the Original Lease, Landlord shall deliver the Specific Expansion Space to Tenant, vacant and ready for any Tenant improvement work, on September 1, 2015 (the "Expansion Delivery Date").


1.3     Premises.  Effective as of the Expansion Delivery Date, the Specific Expansion Space shall be part of the Premises under this Lease (so that the term "Premises" in this Lease shall refer to the Original Premises plus the Specific Expansion Space) and the Leased Premises shall consist of a total of 26,490 leasable square feet.


1.4     Rent.


(a)     Minimum Monthly Rent.  Section E.1 of the Basic Provisions of the
Original Lease is hereby replaced in its entirety as follows:


"(1)      Minimum Monthly Rent.  The Minimum Monthly Rent shall initially be $1.45 per square foot per month, NNN, due on or before the first day of each month payable in monthly installments in accordance with the following:


Suite 200:   Effective on the Commencement Date (July 1, 2015), the Minimum Monthly Rent for Suite 200 shall be $1.45 per square foot per month on 4,379 square feet payable in monthly installments of $6,349.55.  Effective one hundred eighty (180) days following the Commencement Date (January 1,
2016), the Minimum Monthly Rent shall be $1.45 per square foot per month on the total square footage of Suite 200 (8,758 sf) payable in monthly installments of $12,699.10.


Suite 210:   Effective on the Second Delivery Date (December 1, 2015), the Minimum Monthly Rent for Suite 210 shall be $1.45 per square foot per month on 4,939 square feet payable in monthly installments of $7,161.55.  Effective ninety (90) days following the Second Delivery Date (March 1, 2016), the Minimum Monthly Rent shall be $1.45 per square foot per month on the total square footage of Suite 210 (9,877 sf) payable in monthly installments of
$14,321.65.


Suite 120:   Effective ninety (90) days following the Expansion Delivery Date (December  1, 2015), the Minimum Monthly Rent for Suite 120 shall be $1.45 per square foot per month on the total square footage of Suite 120 (7,855 sf) payable in monthly installments of $11,389.75. 







1.5     Operating Expenses.     Section K.1.a of Exhibit K of the Original Lease is hereby replaced in its entirety as follows.


"a.    Tenant's pro rata share ("Tenant's Share'') of the Operating Expenses (Article
6.2) shall be as follows:


		
	i) 
	Effective on the Commencement Date (July 1, 2015), Tenant's Share of the Common Area Expenses shall initially be twelve and 18/100 percent (12.18%).




ii)     Effective December 1, 2015, Tenant's Share of the Common Area
Expenses shall initially be forty-seven and 78/100 percent (47.78%).


iii)     Effective on January 1, 2016, Tenant's Share of the Common Area
Expenses shall initially be fifty-nine and 97/100 percent (59.97%)."


		
	iv) 
	Effective on March 1, 2016, Tenant's Share of the Common Area Expenses shall initially be seventy-three and 711100 percent (73.71%)."




1.6     Security Deposit.     Effective on the Expansion Delivery Date, Tenant's Security
Deposit shall be increased by $11,389.75 from $27,020.75, for a total Security Deposit of
$38,410.50.


1.7     Parking.     Effective on the Expansion Delivery Date, Tenant shall be entitled to use an additional twenty-five (25) parking spaces in the parking area of the Project in accordance with the terms of the Original Lease.


1.8     Preparation of Specific Expansion Space.     The Specific Expansion Space shall be leased to Tenant in its "as-is" condition, except that Landlord shall, at its sole cost and expense prior to the Expansion Delivery Date: (i) complete any necessary repairs and/or replacements for all existing HVAC units, per an HVAC report provided by Pacific Climate Control; (ii) deliver the Specific Expansion Space(s) free of any furniture, fixtures, equipment, inventory or signage and in broom clean condition, free from debris with all Building systems in good working order; (iii) provide Tenant up to $2,000 of space planning services with PK architecture for the Specific Expansion suite being added; and (iv) provide Tenant with an additional one-time Tenant Improvement Allowance, under the same terms and conditions set forth in Exhibit B of the Original Lease, in an amount not to exceed $25 per square foot of the Specific Expansion Space ($196,375.00) to be used for interior improvements. If Tenant does not utilize this additional Tenant Improvement Allowance by August 31, 2016, the Tenant Improvement Allowance for the applicable suite shall be null and void and Tenant shall forever lose its right to utilize said allowance.


2.    MISCELLANEOUS.


2.1     In the event of any conflict between the terms of this Amendment and the terms of the Original Lease, the terms of this Amendment shall control. 







2.2      This Amendment is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior contemporaneous oral and written agreements and discussions with respect to the subject matter hereof.


2.3     Landlord and Tenant represent and warrant that all signatories hereto signing in a representative capacity have been duly authorized by and on behalf of their respective principals to execute this Amendment.


AGREED THIS 5th day of October 2015.




LANDLORD:                            TENANT:




NASSAU LAND COMPANY, L.P.                APPFOLIO, INC.
A California limited partnership                a Delaware corporation




By: Michael Towbes Construction & 
Development, Inc., a California corporation
Its:  General Partner


By:      /s/ Brian Donahoo                  
         Brian Donahoo, President and CEO
By:      /s/ Michael Towbes            




Its:      President                    By:      /s/ Brett Little, VP Finance              
         Brett Little, VP Finance