EX-4.2



 Exhibit 4.2 

APPFOLIO, INC. 
 AMENDED
AND RESTATED INVESTORS’ RIGHTS AGREEMENT 







 TABLE OF CONTENTS 

 

									
	 	 	 	 	 	  	Page	 
			
	 1.
	 	Definitions	  	 	1	  
			
	 2.
	 	Registration Rights	  	 	4	  
				
		 	2.1	 	Demand Registration	  	 	4	  
		 	2.2	 	Company Registration	  	 	5	  
		 	2.3	 	Underwriting Requirements	  	 	6	  
		 	2.4	 	Obligations of the Company	  	 	7	  
		 	2.5	 	Furnish Information	  	 	8	  
		 	2.6	 	Expenses of Registration	  	 	8	  
		 	2.7	 	Delay of Registration	  	 	9	  
		 	2.8	 	Indemnification	  	 	9	  
		 	2.9	 	Reports Under Exchange Act	  	 	11	  
		 	2.10	 	Limitations on Subsequent Registration Rights	  	 	12	  
		 	2.11	 	“Market Stand-off” Agreement	  	 	12	  
		 	2.12	 	Restrictions on Transfer	  	 	12	  
		 	2.13	 	Termination of Registration Rights	  	 	14	  
			
	 3.
	 	Information and Observer Rights	  	 	14	  
				
		 	3.1	 	Delivery of Financial Statements	  	 	14	  
		 	3.2	 	Inspection	  	 	15	  
		 	3.3	 	Observer Rights	  	 	15	  
		 	3.4	 	Termination of Information, Inspection Rights and Observer Rights	  	 	16	  
		 	3.5	 	Confidentiality	  	 	16	  
			
	 4.
	 	Rights to Future Stock Issuances	  	 	16	  
				
		 	4.1	 	Right of First Offer	  	 	16	  
		 	4.2	 	Termination	  	 	17	  
			
	 5.
	 	Additional Covenants	  	 	17	  
				
		 	5.1	 	Insurance	  	 	17	  
		 	5.2	 	Employee Agreements	  	 	17	  
		 	5.3	 	Employee Vesting	  	 	18	  
		 	5.4	 	Successor Indemnification	  	 	18	  
		 	5.5	 	Termination of Covenants	  	 	18	  
			
	 6.
	 	Miscellaneous	  	 	18	  
				
		 	6.1	 	Successors and Assigns	  	 	18	  
		 	6.2	 	Governing Law	  	 	19	  
		 	6.3	 	Counterparts	  	 	19	  
		 	6.4	 	Titles and Subtitles	  	 	19	  
		 	6.5	 	Notices	  	 	19	  
		 	6.6	 	Amendments and Waivers	  	 	19	  
		 	6.7	 	Severability	  	 	20	  
		 	6.8	 	Aggregation of Stock	  	 	20	  
		 	6.9	 	Additional Investors	  	 	20	  


  
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			6.10		Entire Agreement		 	20	  
			6.11		Delays or Omissions		 	20	  
			6.12		Acknowledgment		 	21	  

 SCHEDULES 

Schedule A – Schedule of Investors 

  
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 APPFOLIO, INC. 

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (“Agreement”) is made as of the 26th day of November, 2013, by and among AppFolio, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is
referred to in this Agreement as an “Investor,” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof. 

RECITALS 

WHEREAS, certain of the Investors (the “Existing Investors”) hold shares of the Company’s Series A Preferred
Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock and/or shares of Common Stock issued upon conversion thereof and possess registration rights, information rights, rights of first offer, and other rights
pursuant to an Amended and Restated Investors’ Rights Agreement dated as of September 11, 2012 between the Company and such Investors (the “Prior Agreement”); 

WHEREAS, the Existing Investors are holders of a majority of the Registrable Securities of the Company then outstanding (as defined in
the Prior Agreement), and desire to amend and restate the Prior Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them under the Prior Agreement; and 

WHEREAS, certain of the Investors are parties to that certain Series B-3 Preferred Stock Purchase Agreement of even date herewith
between the Company and certain of the Investors (the “Purchase Agreement”), under which certain of the Company’s and such Investors’ obligations are conditioned upon the execution and delivery of this Agreement by such
Investors, Existing Investors holding a majority of the Registrable Securities then outstanding, and the Company; 
 NOW, THEREFORE,
the Existing Investors hereby agree that the Prior Agreement shall be amended and restated, and the parties to this Agreement further agree as follows: 

1. Definitions. For purposes of this Agreement: 

1.1 “Affiliate” means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls,
is controlled by, or is under common control with such specified Person, including without limitation any general partner, limited partner, member, officer, director or manager of such Person and any venture capital fund now or hereafter existing
that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person. 
 1.2
“Common Stock” means shares of the Company’s common stock, par value $0.0001 per share. 
 1.3
“Damages” means any loss, damage, claim, or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or
liability (or any action in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or








 
final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary
to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or
regulation promulgated under the Securities Act, the Exchange Act, or any state securities law. 
 1.4 “Derivative
Securities” means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Stock, including options and warrants. 

1.5 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder. 
 1.6 “Excluded Registration” means (i) a registration relating to the sale of securities to employees of
the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information
as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities
that are also being registered. 
 1.7 “Form S-1” means such form under the
Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC. 

1.8 “Form S-2” means such form under the Securities Act as in effect on the date
hereof or any successor registration form under the Securities Act subsequently adopted by the SEC. 
 1.9 “Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial
information by reference to other documents filed by the Company with the SEC. 
 1.10 “GAAP” means generally accepted
accounting principles in the United States. 
 1.11 “Holder” means any holder of Registrable Securities who is a party to
this Agreement. 
 1.12 “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a natural person referred to herein. 

1.13 “Initiating Holders” means, collectively, Holders who properly initiate a registration request under this Agreement. 

1.14 “IPO” means the Company’s first underwritten public offering of its Common Stock under the Securities Act. 

  
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 1.15 “Major Investor” means any Investor that, individually or together with
such Investor’s Affiliates, holds at least 2,500,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). 

1.16 “New Securities” means, collectively, equity securities of the Company, whether or not currently authorized, as well as
rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities. 

1.17 “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

 1.18 “Preferred Stock” means, collectively, shares of the Company’s Series A Preferred Stock, Series B Preferred
Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock and Series B-3 Preferred Stock. 
 1.19 “Registrable
Securities” means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock; and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is
issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clause (i) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in
which the applicable rights under this Agreement are not assigned pursuant to Section 6.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Section 2.13
of this Agreement. 
 1.20 “Registrable Securities then outstanding” means the number of shares determined by adding the
number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities. 

1.21 “Restricted Securities” means the securities of the Company required to bear or notated with the legend set forth in
Section 2.12(b) hereof. 
 1.22 “SEC” means the Securities and Exchange Commission. 

1.23 “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act. 

1.24 “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act. 

1.25 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 

1.26 “Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale
of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Section 2.6. 

  
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 1.27 “Series A Preferred Stock” means shares of the Company’s Series A
Preferred Stock, par value $0.0001 per share. 
 1.28 “Series B Preferred Stock” means shares of the Company’s Series B
Preferred Stock, par value $0.0001 per share. 
 1.29 “Series B-1 Preferred Stock” means shares of the Company’s Series
B-1 Preferred Stock, par value $0.0001 per share. 
 1.30 “Series B-2 Preferred Stock” means shares of the Company’s
Series B-2 Preferred Stock, par value $0.0001 per share. 
 1.31 “Series B-3 Preferred Stock” means shares of the
Company’s Series B-3 Preferred Stock, par value $0.0001 per share. 
 2. Registration Rights. The Company covenants and agrees
as follows: 
 2.1 Demand Registration. 

(a) Form S-1 Demand. If at any time after the earlier of (i) three (3) years after the date of this Agreement or
(ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of forty percent (40%) of the Registrable Securities then outstanding that the Company
file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding, then the Company shall (i) within ten (10) days after the date such request is given, give notice
thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file
a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any
other Holders, as specified by notice given by each such Holder to the Company within thirty (30) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and
Section 2.3. 
 (b) Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement,
the Company receives a request from Holders of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate
offering price, net of Selling Expenses, of at least $500,000.00, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as
soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be
included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within thirty (30) days of the date the Demand Notice is given, and in each case, subject to the limitations of
Section 2.1(c) and Section 2.3. 

  
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 (c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a
registration pursuant to this Section 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the
Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would be materially
detrimental to the Company and its stockholders for such registration statement to be filed, it is therefore necessary to defer the filing of such registration statement, then the Company shall have the right to defer taking action with respect to
such filing for a period of not more than ninety (90) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period. 

(d) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(a)
(i) during the period that is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated
registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected two registrations pursuant to
Section 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.1(b). The Company
shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(b) (i) during the period that is ninety (90) days before the Company’s good faith estimate of the date of filing
of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such
registration statement to become effective; or (ii) if the Company has effected two registrations pursuant to Section 2.1(b) within the twelve (12) month period immediately preceding the date of such request. A registration
shall not be counted as “effected” for purposes of this Section 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for
such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.6, in which case such withdrawn registration statement shall be counted as
“effected” for purposes of this Section 2.1(d), unless the withdrawal was caused by a material adverse change in the Company’s business, finances or results of operations arising after the date of the request of
registration, in which case such withdrawn registration statement will not be counted as “effected” under this Section 2.1(d). 

2.2 Company Registration. If the Company proposes to register (including, for this purpose, a registration effected by the Company for
stockholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give
each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions of Section 2.3, cause to be registered
all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 before the
effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance
with Section 2.6. 

  
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 2.3 Underwriting Requirements. 

(a) If, pursuant to Section 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request
by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the
Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such
Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall
(together with the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Section 2.3,
if the underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that
otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as
nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders (except those selling Holders all of whose Registrable Securities are being
included in the underwriting); provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.
To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. 

(b) In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to
Section 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its
underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by
stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company
shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the
underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in
proportion (as nearly as practicable) to the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the allocation of shares in accordance
with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in
the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the number of Registrable Securities included in the offering be reduced below
twenty-five percent (25%) of the total number of securities included in such offering, unless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above


  
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and no other stockholder’s securities are included in such offering. For purposes of the provision in this Section 2.3(b) concerning apportionment, for any selling Holder that is
a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners,
members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon
the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence. 

2.4 Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable
Securities, the Company shall, as expeditiously as reasonably possible: 
 (a) prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep
such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred
twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such
registration, and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty
(120) day period shall be extended for up to thirty (30) days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold; 

(b) prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with
such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement; 

(c) furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities
Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities; 

(d) use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other
securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such
states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; 

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and
customary form, with the underwriter(s) of such offering; 

  
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 (f) use its commercially reasonable efforts to cause all such Registrable Securities covered by
such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; 

(g) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for
all such Registrable Securities, in each case not later than the effective date of such registration; 
 (h) promptly make available for
inspection by the selling Holders, by any underwriter(s) participating in any disposition pursuant to such registration statement, and by any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders,
all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such
seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith; 

(i) notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been
declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and 
 (j) after such
registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus. 

2.5 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this
Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of
such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities. 
 2.6 Expenses of
Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and
accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company;
provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a
majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless (i) the
Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be, or (ii) the withdrawal was caused by a material
adverse change in the Company’s business, finances, or results of operations arising after the date of the request for registration. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall
be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf. 

  
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 2.7 Delay of Registration. No Holder shall have any right to obtain or seek an injunction
restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2, provided that any Holder will have
the right, until the registration statement is declared effected by the SEC, to withdraw from the underwriting and have the information about such Holder selling such Holder’s securities pursuant to such registration statement deleted from such
registration statement. 
 2.8 Indemnification. If any Registrable Securities are included in a registration statement under this
Section 2: 
 (a) To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the
partners, members, officers, directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such
Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses
reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this
Section 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be
liable to any particular Holder, underwriter, controlling Person or other aforementioned Person for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written
information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration. 

(b) To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of
its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the
Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based
upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company
and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that
the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be
unreasonably withheld; and provided further that in no event shall any indemnity under this Section 2.8(b), when combined with the amounts paid or payable by such Holder pursuant to Section 2.8(e), exceed the proceeds from the
offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder. 

  
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 (c) Promptly after receipt by an indemnified party under this Section 2.8 of notice
of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this
Section 2.8, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any
other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be
represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a
reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.8, to the extent that such failure materially prejudices the indemnifying
party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.8. 

(d) Notwithstanding anything else herein to the contrary, the foregoing indemnity agreements of the Company and the selling Holders are
subject to the condition that, insofar as they relate to any Damages arising from any untrue statement or alleged untrue statement of a material fact contained in, or omission or alleged omission of a material fact from, a preliminary prospectus (or
necessary to make the statements therein not misleading) that has been corrected in the form of prospectus included in the registration statement at the time it becomes effective, or any amendment or supplement thereto filed with the SEC pursuant to
Rule 424(b) under the Securities Act (the “Final Prospectus”), such indemnity agreement shall not inure to the benefit of any Person if a copy of the Final Prospectus was furnished to the indemnified party and such indemnified party
was legally obligated to deliver but failed to deliver, at or before the confirmation of the sale of the shares registered in such offering, a copy of the Final Prospectus to the Person asserting the loss, liability, claim, or damage in any case in
which such delivery was required by the Securities Act. 
 (e) To provide for just and equitable contribution to joint liability under the
Securities Act in any case in which either (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.8 but it is judicially determined (by the entry of a final
judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this
Section 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Section 2.8, then, and
in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of
each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable
considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged
omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, 

  
 10 








 
and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case, (x) no Holder will be required to contribute any amount in excess of the public
offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to this Section 2.8(e), when combined with the
amounts paid or payable by such Holder pursuant to Section 2.8(b), exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such
Holder. 
 (f) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the
underwriting agreement entered into by the parties hereto in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement entered into by the parties hereto shall
control. 
 (g) Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering,
the obligations of the Company and Holders under this Section 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the termination of
this Agreement. 
 2.9 Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any
other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall: 

(a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after
the effective date of the registration statement filed by the Company for the IPO; 
 (b) use commercially reasonable efforts to file with
the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and 

(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a
written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the registration statement filed by the Company for the IPO), the
Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to
Form S-3 (at any time after the Company so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; and
(iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to
the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form). 

  
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 2.10 Limitations on Subsequent Registration Rights. From and after the date of this
Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that
would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the
extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included or (ii) to demand registration of any securities held by such holder or prospective holder; provided that
this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 6.9. 

2.11 “Market Stand-off” Agreement. Each Holder hereby agrees that it will not, without
the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one
hundred eighty (180) days, which period may be extended upon the request of the managing underwriter for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within
fifteen (15) days of the expiration of the 180-day lockup period), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to
purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities
are then owned by the Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.11 shall not apply to the sale of any shares
to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers, directors, and stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock
(after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions. The underwriters in connection with such registration are intended third-party
beneficiaries of this Section 2.11 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested
by the underwriters in connection with such registration that are consistent with this Section 2.11 or that are necessary to give effect thereto. 

2.12 Restrictions on Transfer. 

(a) The Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not
recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the
provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the
provisions and upon the conditions specified in this Agreement. 

  
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 (b) Each certificate, book entry or instrument representing (i) the Preferred Stock,
(ii) the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event,
shall (unless otherwise permitted by the provisions of Section 2.12(c)) be stamped, notated or otherwise imprinted with a legend substantially in the following form: 

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES
MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. 

THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER,
A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 
 The Holders consent to the Company making a notation in its records and giving instructions
to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Section 2.12. 

(c) The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the
provisions of this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof
shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably
requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the
effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without
registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or
transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the
terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144 or (y) in any transaction in which such Holder
distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 2.12. Each certificate, instrument or book entry
representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 2.12(b), except that such
certificate, instrument or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities
Act. 

  
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 2.13 Termination of Registration Rights. The right of any Holder to request registration
or inclusion of Registrable Securities in any registration pursuant to Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of: 

(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Amended and Restated Certificate of Incorporation
(“Certificate”); 
 (b) such time as Rule 144 or another similar exemption under the Securities Act is available for the
sale of all of such Holder’s Registrable Securities without limitation during a three month period without registration; and 
 (c) the
fifth anniversary of the IPO. 
 3. Information and Observer Rights. 

3.1 Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has not
reasonably determined that such Major Investor is a competitor of the Company: 
 (a) as soon as practicable, but in any event within one
hundred twenty (120) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’
equity as of the end of such year, all such financial statements audited and certified by independent public accountants selected by the Company; and 

(b) as soon as practicable, but in any event within forty-five (45) days after the end of each of
the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP
(except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP). 

(c) Upon the reasonable request of any Major Investor (provided that the Board of Directors has not reasonably determined that such Major
Investor is a competitor of the Company) the Company shall deliver: 
 (i) within thirty (30) days before the end of each fiscal year,
a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared,
any other budgets or revised budgets prepared by the Company; 
 (ii) within fifteen (15) days of the end of each month, an unaudited
income statement for such month and an unaudited balance sheet as of the end of such month, and a comparison between the actual amounts as of and for such period and the comparable amounts included in the Budget for such year, with an explanation of
any material differences between such amounts. 

  
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 Notwithstanding anything else in this Section 3.1 to the contrary, the Company shall
not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in
a form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 

If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period
the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. 

Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in
this Section 3.1 during the period starting with the date sixty (60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the
SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially
reasonable efforts to cause such registration statement to become effective. 
 3.2 Inspection. The Company shall permit each Major
Investor (provided that the Board of Directors has not reasonably determined that such Major Investor is a competitor of the Company), at such Major Investor’s expense, to visit and inspect the Company’s properties; examine its books of
account and records; and discuss the Company’s affairs, finances, and accounts with its officers, during normal business hours of the Company as may be reasonably requested by the Major Investor; provided, however, that the Company shall not be
obligated pursuant to this Section 3.2 to provide access to any information that it reasonably considers to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to
the Company) or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 
 3.3
Observer Rights. As long as Dragoneer Apartment, LLC or its affiliates (“Dragoneer”) owns not less than twenty-five percent (25%) of the shares of the Series B-3 Preferred Stock it is purchasing under the Purchase
Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), one representative of Dragoneer shall be able to attend meetings of the Company’s Board of Directors in a nonvoting observer capacity and quarterly scheduled
off-premises meetings of the executive team with reasonable advance notification of the Board of Directors and executive team, as applicable, in this respect, Company shall give such representative copies of all notices, minutes, consents, and other
materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company
reserves the right, in its sole discretion, to (a) withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the
attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company, and (b) call a meeting of the
Company’s Board of Directors or hold an off-premises meeting of the executive team without notifying or inviting Dragoneer to attend. 

  
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 3.4 Termination of Information, Inspection Rights and Observer Rights. The covenants set
forth in Section 3.1, Section 3.2 and Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) upon a Deemed Liquidation Event, as such
term is defined in the Company’s Certificate, or (iii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, whichever event occurs first. 

3.5 Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any
purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless
such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.5 by such Investor), (b) is or has been independently developed or conceived by the
Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company;
provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in
the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.5 and so long as the prospective purchaser is not
a competitor of the Company; (iii) to any Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is
confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to
minimize the extent of any such required disclosure. 
 4. Rights to Future Stock Issuances. 

4.1 Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the
Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its
Affiliates in such proportions as it deems appropriate. 
 (a) The Company shall give notice (the “Offer Notice”) to each
Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. 

(b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or
otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or
exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by such Major Investor bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all
Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it


  
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(each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) day period commencing after the Company has given such
notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to
subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any
other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative
Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 4.1(b) shall occur within the later of one hundred twenty (120) days of the date
that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c). 
 (c) If all New
Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in
Section 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the
Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived
and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Section 4.1. 

(d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the
Company’s Certificate); (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series B-3 Preferred Stock to Additional Purchasers pursuant to Section 1.3 of the Purchase Agreement. 

4.2 Termination. The covenants set forth in Section 4.1 shall terminate and be of no further force or effect
(i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as
such term is defined in the Company’s Certificate, whichever event occurs first. 
 5. Additional Covenants. 

5.1 Insurance. If not already purchased, the Company shall use its best efforts to obtain from financially sound and reputable insurers
Directors and Officers Errors and Omissions insurance, in an amount not less than one million dollars ($1,000,000), if said coverage is available at commercially reasonable rates, and the Company will use its best efforts to cause such insurance
policy to be maintained, unless the Board of Directors determines that such insurance should be discontinued. 
 5.2 Employee
Agreements. The Company will cause each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets
to enter into a nondisclosure and proprietary rights assignment agreement. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock
agreement between the Company and any employee, without the approval of the Board of Directors. 

  
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 5.3 Employee Vesting. Unless otherwise approved by the Board of Directors, all future
employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as
applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining
shares vesting in equal monthly installments over the following thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Section 2.11. In addition, unless otherwise approved by the Board of
Directors, the Company shall retain a “right of first refusal” on employee transfers until the Company’s IPO and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted
stock. 
 5.4 Successor Indemnification. If the Company or any of its successors or assignees consolidates with or merges into any
other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the
Company with respect to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, its Certificate, or elsewhere, as the case may be.

 5.5 Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.4, shall
terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or
(iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate, whichever event occurs first. 

6. Miscellaneous. 

6.1 Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a
transferee of Registrable Securities that (i) is an Affiliate, partner, member, limited partner, retired partner, retired member, or stockholder of a Holder; (ii) is a Holder’s Immediate Family Member or trust for the benefit of an
individual Holder or one or more of such Holder’s Immediate Family Members; or (iii) after such transfer, holds at least 1,000,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends,
combinations, and other recapitalizations); provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with
respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of
Section 2.11. For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate, limited partner, retired partner, member, retired member, or
stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the
transferring Holder; provided further that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this
Agreement. 

  
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 The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors
and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided herein. 
 6.2 Governing Law. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law. 

6.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly
delivered and be valid and effective for all purposes. 
 6.4 Titles and Subtitles. The titles and subtitles used in this Agreement
are for convenience only and are not to be considered in construing or interpreting this Agreement. 
 6.5 Notices. All notices,
requests, and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given, delivered and received (i) upon personal delivery to the party to be notified; (ii) when sent by
confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day; (iii) five (5) days after having been sent by registered or certified mail, return
receipt requested, postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, specifying next-day delivery, with written verification of receipt. All communications shall
be sent to the respective parties at their addresses as set forth on Schedule A hereto, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Section 6.5.
If notice is given to the Company, it shall be sent to 50 Castilian Dr., Goleta, CA 93117, Attention: Chief Executive Officer; and a copy (which shall not constitute notice) shall also be sent to Stradling Yocca Carlson & Rauth,
800 Anacapa Street, Suite A, Santa Barbara, CA 93101, Attention: David Lafitte. 
 6.6 Amendments and Waivers. Any term of
this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the holders of a
majority of the Registrable Securities then outstanding; provided (i) that the Company may in its sole discretion waive compliance with Section 2.12(c) (and the Company’s failure to object promptly in writing after notification
of a proposed assignment allegedly in violation of Section 2.12(c) shall be deemed to be a waiver) and (ii) as long as Dragoneer owns not less than twenty-five percent (25%) of the shares of the Series B-3 Preferred Stock it is
purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), Section 3.3 of this Agreement shall not be amended or waived without the written consent of Dragoneer; and provided further
that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term
hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of
Section 4 with respect to a particular transaction shall be deemed to apply 

  
 19 








 
to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in
such transaction). The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment, termination, or waiver
effected in accordance with this Section 6.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any
one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision. 
 6.7
Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other
provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law. 

6.8 Aggregation of Stock. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the
purpose of determining the availability of any rights under this Agreement, and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate. 

6.9 Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the
Preferred Stock after the date hereof, whether pursuant to the Purchase Agreement or otherwise, any purchaser of such shares of Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page
to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional
Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder. 
 6.10 Entire Agreement.
This Agreement (including any Schedules hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof
existing between the parties is expressly canceled. Upon the effectiveness of this Agreement, the Prior Agreement shall be deemed amended and restated and superseded and replaced in its entirety by this Agreement, and shall be of no further force or
effect. 
 6.11 Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this
Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach
or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this
Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative. 

  
 20 








 6.12 Acknowledgment. The Company acknowledges that some of the Investors regularly invest
in a variety of different companies and therefore review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the
Company. Nothing in this Agreement shall preclude or in any way restrict such Investors from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company.

 [Signature Pages Follow] 

  
 21 








 IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’
Rights Agreement as of the date first written above. 
  

			
	COMPANY:
	
	 APPFOLIO, INC.,

a Delaware corporation

		
	By:		/s/ Brian Donahoo
			      Brian Donahoo
			      Chief Executive Officer









 INVESTOR SIGNATURE PAGE TO 

APPFOLIO, INC. 
 AMENDED
AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 

The undersigned hereby executes and delivers the Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights
Agreement”) to which this Signature Page is attached, which, together with all counterparts of the Investors’ Rights Agreement and Signature Pages of the other parties named in said Agreement, shall constitute one and the same document
in accordance with the terms of the Investors’ Rights Agreement. 
 By execution and delivery of this Investor Signature Page, the
undersigned hereby agrees be bound by the terms and conditions of the Investors’ Rights Agreement as an Investor thereunder. 
  

			
	Investor:		BRIAN DONAHOO
		
	Signature:		/s/ Brian Donahoo


  
 Dated: November 26, 2013 







 INVESTOR SIGNATURE PAGE TO 

APPFOLIO, INC. 
 AMENDED
AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 

The undersigned hereby executes and delivers the Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights
Agreement”) to which this Signature Page is attached, which, together with all counterparts of the Investors’ Rights Agreement and Signature Pages of the other parties named in said Agreement, shall constitute one and the same document
in accordance with the terms of the Investors’ Rights Agreement. 
 By execution and delivery of this Investor Signature Page, the
undersigned hereby agrees be bound by the terms and conditions of the Investors’ Rights Agreement as an Investor thereunder. 
  

			
	Investor:		Dragoneer Apartment, LLC


 
			
		
	By:		Dragoneer Global GP, LLC, its Manager


 
			
		
	By:		/s/ Pat Robertson


 
			
		
	Name:		Pat Robertson


 
			
		
	Title:		Chief Operating Officer


 Dated: November 26, 2013 







 INVESTOR SIGNATURE PAGE TO 

APPFOLIO, INC. 
 AMENDED
AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 

The undersigned hereby executes and delivers the Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights
Agreement”) to which this Signature Page is attached, which, together with all counterparts of the Investors’ Rights Agreement and Signature Pages of the other parties named in said Agreement, shall constitute one and the same document
in accordance with the terms of the Investors’ Rights Agreement. 
 By execution and delivery of this Investor Signature Page, the
undersigned hereby agrees be bound by the terms and conditions of the Investors’ Rights Agreement as an Investor thereunder. 
  

			
	Investor:		BV Capital GmbH & Co Beteilingungs KG No. 1


 
			
		
	Signature:		/s/ Mathias Schilling


 
			
		
	Print Name:		Mathias Schilling


 
			
		
	Title:		Managing Director of the General Partner


 Dated: November 26, 2013 







 INVESTOR SIGNATURE PAGE TO 

APPFOLIO, INC. 
 AMENDED
AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 

The undersigned hereby executes and delivers the Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights
Agreement”) to which this Signature Page is attached, which, together with all counterparts of the Investors’ Rights Agreement and Signature Pages of the other parties named in said Agreement, shall constitute one and the same document
in accordance with the terms of the Investors’ Rights Agreement. 
 By execution and delivery of this Investor Signature Page, the
undersigned hereby agrees be bound by the terms and conditions of the Investors’ Rights Agreement as an Investor thereunder. 
  

			
	Investor:		BV Capital Fund II LP


 
			
		
	Signature:		/s/ Mathias Schilling


 
			
		
	Print Name:		Mathias Schilling


 
			
		
	Title:		Managing Director of the General Partner



Dated: November 26, 2013 







 INVESTOR SIGNATURE PAGE TO 

APPFOLIO, INC. 
 AMENDED
AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 

The undersigned hereby executes and delivers the Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights
Agreement”) to which this Signature Page is attached, which, together with all counterparts of the Investors’ Rights Agreement and Signature Pages of the other parties named in said Agreement, shall constitute one and the same document
in accordance with the terms of the Investors’ Rights Agreement. 
 By execution and delivery of this Investor Signature Page, the
undersigned hereby agrees be bound by the terms and conditions of the Investors’ Rights Agreement as an Investor thereunder. 
  

			
	Investor:		BV Capital Fund II A LP


 
			
		
	Signature:		/s/ Mathias Schilling


 
			
		
	Print Name:		Mathias Schilling


 
			
		
	Title:		Managing Director of the General Partner



Dated: November 26, 2013 







 INVESTOR SIGNATURE PAGE TO 

APPFOLIO, INC. 
 AMENDED
AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 

The undersigned hereby executes and delivers the Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights
Agreement”) to which this Signature Page is attached, which, together with all counterparts of the Investors’ Rights Agreement and Signature Pages of the other parties named in said Agreement, shall constitute one and the same document
in accordance with the terms of the Investors’ Rights Agreement. 
 By execution and delivery of this Investor Signature Page, the
undersigned hereby agrees be bound by the terms and conditions of the Investors’ Rights Agreement as an Investor thereunder. 
  

			
	GOOD FORTUNE CAPITAL II, LLC


 
			
		
	By:		/s/ Clive Bode


 
			
		
	Name:		Clive Bode


 
			
		
	Title:		President


 Dated:
December 2, 2013 







 INVESTOR SIGNATURE PAGE TO 

APPFOLIO, INC. 
 AMENDED
AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 

The undersigned hereby executes and delivers the Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights
Agreement”) to which this Signature Page is attached, which, together with all counterparts of the Investors’ Rights Agreement and Signature Pages of the other parties named in said Agreement, shall constitute one and the same document
in accordance with the terms of the Investors’ Rights Agreement. 
 By execution and delivery of this Investor Signature Page, the
undersigned hereby agrees be bound by the terms and conditions of the Investors’ Rights Agreement as an Investor thereunder. 
  

			
	IGSB INTERNAL VENTURE FUND II, LLC


 
			
		
	By:		/s/ Timothy K. Bliss


 
			
		
	Name:		Timothy K. Bliss


 
			
		
	Title:		  




Dated: November 26, 2013 







 INVESTOR SIGNATURE PAGE TO 

APPFOLIO, INC. 
 AMENDED
AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 

The undersigned hereby executes and delivers the Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights
Agreement”) to which this Signature Page is attached, which, together with all counterparts of the Investors’ Rights Agreement and Signature Pages of the other parties named in said Agreement, shall constitute one and the same document
in accordance with the terms of the Investors’ Rights Agreement. 
 By execution and delivery of this Investor Signature Page, the
undersigned hereby agrees be bound by the terms and conditions of the Investors’ Rights Agreement as an Investor thereunder. 
  

			
	IGSB INTERNAL VENTURE FUND III, LLC
	
	BY: INVESTMENT GROUP OF SANTA BARBARA, LLC
		
	By:		/s/ Timothy K. Bliss


 
			
		
	Name:		  



 
			
		
	Title:		  




Dated: November 26, 2013 







 INVESTOR SIGNATURE PAGE TO 

APPFOLIO, INC. 
 AMENDED
AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 

The undersigned hereby executes and delivers the Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights
Agreement”) to which this Signature Page is attached, which, together with all counterparts of the Investors’ Rights Agreement and Signature Pages of the other parties named in said Agreement, shall constitute one and the same document
in accordance with the terms of the Investors’ Rights Agreement. 
 By execution and delivery of this Investor Signature Page, the
undersigned hereby agrees be bound by the terms and conditions of the Investors’ Rights Agreement as an Investor thereunder. 
  

			
	IGSB IVP II, LLC


 
			
		
	By:		/s/ Timothy K. Bliss


 
			
		
	Name:		Timothy K. Bliss


 
			
		
	Title:		  




Dated: November 26, 2013 







 INVESTOR SIGNATURE PAGE TO 

APPFOLIO, INC. 
 AMENDED
AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 

The undersigned hereby executes and delivers the Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights
Agreement”) to which this Signature Page is attached, which, together with all counterparts of the Investors’ Rights Agreement and Signature Pages of the other parties named in said Agreement, shall constitute one and the same document
in accordance with the terms of the Investors’ Rights Agreement. 
 By execution and delivery of this Investor Signature Page, the
undersigned hereby agrees be bound by the terms and conditions of the Investors’ Rights Agreement as an Investor thereunder. 
  

			
	IGSB IVP III, LLC
	
	BY: INVESTMENT GROUP OF SANTA BARBARA, LLC
		
	By:		/s/ Timothy K. Bliss


 
			
		
	Name:		  



 
			
		
	Title:		  




Dated: November 26, 2013 







 INVESTOR SIGNATURE PAGE TO 

APPFOLIO, INC. 
 AMENDED
AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 

The undersigned hereby executes and delivers the Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights
Agreement”) to which this Signature Page is attached, which, together with all counterparts of the Investors’ Rights Agreement and Signature Pages of the other parties named in said Agreement, shall constitute one and the same document
in accordance with the terms of the Investors’ Rights Agreement. 
 By execution and delivery of this Investor Signature Page, the
undersigned hereby agrees be bound by the terms and conditions of the Investors’ Rights Agreement as an Investor thereunder. 
  

			
	Investor: The 1206 Family Trust


 
			
		
	Signature:		/s/ Klaus Schauser


 
			
		
	Print Name:		Klaus Schauser


 
			
		
	Title:		Trustee


 Dated:
November 26, 2013 







 INVESTOR SIGNATURE PAGE TO 

APPFOLIO, INC. 
 AMENDED
AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 

The undersigned hereby executes and delivers the Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights
Agreement”) to which this Signature Page is attached, which, together with all counterparts of the Investors’ Rights Agreement and Signature Pages of the other parties named in said Agreement, shall constitute one and the same document
in accordance with the terms of the Investors’ Rights Agreement. 
 By execution and delivery of this Investor Signature Page, the
undersigned hereby agrees be bound by the terms and conditions of the Investors’ Rights Agreement as an Investor thereunder. 
  

			
	MARC STAD
		
	Signature:		/s/ Marc Stad


 Dated: November 26, 2013 







 INVESTOR SIGNATURE PAGE TO 

APPFOLIO, INC. 
 AMENDED
AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 

The undersigned hereby executes and delivers the Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights
Agreement”) to which this Signature Page is attached, which, together with all counterparts of the Investors’ Rights Agreement and Signature Pages of the other parties named in said Agreement, shall constitute one and the same document
in accordance with the terms of the Investors’ Rights Agreement. 
 By execution and delivery of this Investor Signature Page, the
undersigned hereby agrees be bound by the terms and conditions of the Investors’ Rights Agreement as an Investor thereunder. 
  

			
	Investor:		OATEN-DAVIS LIVING TRUST


 
			
		
	Signature:		/s/ Albert Oaten


 
			
		
	Print Name:		Albert Oaten


 
			
		
	Title:		VP Market Development


 Dated:
November 26, 2013 







 INVESTOR SIGNATURE PAGE TO 

APPFOLIO, INC. 
 AMENDED
AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 

The undersigned hereby executes and delivers the Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights
Agreement”) to which this Signature Page is attached, which, together with all counterparts of the Investors’ Rights Agreement and Signature Pages of the other parties named in said Agreement, shall constitute one and the same document
in accordance with the terms of the Investors’ Rights Agreement. 
 By execution and delivery of this Investor Signature Page, the
undersigned hereby agrees be bound by the terms and conditions of the Investors’ Rights Agreement as an Investor thereunder. 
  

			
	Investor:		OCEANLINK INVESTMENTS LIMITED


 
			
		
	Signature:		 /s/ Andrew Fortune, /s/ Julie Kleis

		
	Print Name::		  



 
			
		
	Title:		  




Dated: November 26, 2013 







 INVESTOR SIGNATURE PAGE TO 

APPFOLIO, INC. 
 AMENDED
AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 

The undersigned hereby executes and delivers the Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights
Agreement”) to which this Signature Page is attached, which, together with all counterparts of the Investors’ Rights Agreement and Signature Pages of the other parties named in said Agreement, shall constitute one and the same document
in accordance with the terms of the Investors’ Rights Agreement. 
 By execution and delivery of this Investor Signature Page, the
undersigned hereby agrees be bound by the terms and conditions of the Investors’ Rights Agreement as an Investor thereunder. 
  

			
	Investor:		UNION BANK, N.A., CUSTODIAN FBO TIMOTHY K. BLISS ROTH IRA


 
			
		
	Signature:		/s/ Beatrice M. Kollinzas


 
			
		
	Print Name:		Beatrice M. Kollinzas


 
			
		
	Title:		Vice President – Trust Officer



Dated: November 26, 2013 







 INVESTOR SIGNATURE PAGE TO 

APPFOLIO, INC. 
 AMENDED
AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 

The undersigned hereby executes and delivers the Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights
Agreement”) to which this Signature Page is attached, which, together with all counterparts of the Investors’ Rights Agreement and Signature Pages of the other parties named in said Agreement, shall constitute one and the same document
in accordance with the terms of the Investors’ Rights Agreement. 
 By execution and delivery of this Investor Signature Page, the
undersigned hereby agrees be bound by the terms and conditions of the Investors’ Rights Agreement as an Investor thereunder. 
  

			
	UNION BANK, N.A., CUSTODIAN FBO TIMOTHY K. BLISS ROTH IRA #3


 
			
		
	By:		/s/ Beatrice M. Kollinzas


 
			
		
	Name:		Beatrice M. Kollinzas


 
			
		
	Title:		Vice President – Trust Officer



Dated: November 26, 2013 







 INVESTOR SIGNATURE PAGE TO 

APPFOLIO, INC. 
 AMENDED
AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 

The undersigned hereby executes and delivers the Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights
Agreement”) to which this Signature Page is attached, which, together with all counterparts of the Investors’ Rights Agreement and Signature Pages of the other parties named in said Agreement, shall constitute one and the same document
in accordance with the terms of the Investors’ Rights Agreement. 
 By execution and delivery of this Investor Signature Page, the
undersigned hereby agrees be bound by the terms and conditions of the Investors’ Rights Agreement as an Investor thereunder. 
  

			
	Investor:		Union Bank, N.A., Custodian FBO Charles J. Keenan IV Roth IRA #4


 
			
		
	Signature:		/s/ Beatrice M. Kollinzas


 
			
		
	Print Name:		Beatrice M. Kollinzas


 
			
		
	Title:		Vice President – Trust Officer



Dated: November 26, 2013 







 INVESTOR SIGNATURE PAGE TO 

APPFOLIO, INC. 
 AMENDED
AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 

The undersigned hereby executes and delivers the Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights
Agreement”) to which this Signature Page is attached, which, together with all counterparts of the Investors’ Rights Agreement and Signature Pages of the other parties named in said Agreement, shall constitute one and the same document
in accordance with the terms of the Investors’ Rights Agreement. 
 By execution and delivery of this Investor Signature Page, the
undersigned hereby agrees be bound by the terms and conditions of the Investors’ Rights Agreement as an Investor thereunder. 
  

			
	UNION BANK, N.A., AS NOMINEE


 
			
		
	By:		/s/ Beatrice M. Kollinzas


 
			
		
	Name:		Beatrice M. Kollinzas


 
			
		
	Title:		Vice President – Trust Officer



Dated: November 26, 2013 







 INVESTOR SIGNATURE PAGE TO 

APPFOLIO, INC. 
 AMENDED
AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 

The undersigned hereby executes and delivers the Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights
Agreement”) to which this Signature Page is attached, which, together with all counterparts of the Investors’ Rights Agreement and Signature Pages of the other parties named in said Agreement, shall constitute one and the same document
in accordance with the terms of the Investors’ Rights Agreement. 
 By execution and delivery of this Investor Signature Page, the
undersigned hereby agrees be bound by the terms and conditions of the Investors’ Rights Agreement as an Investor thereunder. 
  

			
	Investor:		THE CHRISTINE PERRY REVOCABLE TRUST
		
	Signature:		/s/ Christine Perry


 
			
		
	Print Name:		  



 
			
		
	Title:		  




Dated: November 26, 2013 







 SCHEDULE A 

INVESTORS 
 BRIAN
DONAHOO 
 BV CAPITAL GMBH & CO BETEILIGUNGS KG
NO. 1 
 BV CAPITAL FUND II LP 

BV CAPITAL FUND II A LP 

CHAD STEWART 

COMRON SATTARI 

CULLER-MAYENO 1999 FAMILY TRUST U/D/T DATED MARCH 24, 1999

 DRAGONEER APARTMENT, LLC 

EIRIK HOLM 

FRANK A. ROBINSON, TTEE, FRANK H. ROBINSON & CO., INC.
PROFIT SHARING TRUST UAD 9/29/03 
 FREDERIK VALEUR 

GERALD AIGNER 

GOOD FORTUNE CAPITAL II, LLC 

LISA NORDQUIST LIVING TRUST 

GOODHOMBRE FAMILY TRUST 

  
 A-1 








 GREGOR FREUND 

GREGORY J AND CAROLYN M BURIE JTWROS 

GUPTA-IWASAKI FAMILY TRUST 

HEIDI HELFAND 

HOWARD HARVEY 
 IGSB
INTERNAL VENTURE FUND II, LLC 
 IGSB INTERNAL VENTURE FUND
III, LLC 
 IGSB IVP II, LLC 
 IGSB IVP III, LLC

 JAMES STEVEN HERZBERG, AS TRUSTEE OF THE
JAMES STEVEN HERZBERG LIVING TRUST 
 JAMES G.
SEMICK 
 JOHN PETOTE 

KEVIN MILDEN 

THE 1206 FAMILY TRUST 

MARC STAD 

MARK B. TEMPLETON REVOCABLE TRUST U/T/A DTD 6/04/2004 

MICHAEL PAYNE AND JENNIFER PAYNE, TRUSTEES OF
THE PAYNE FAMILY TRUST DATED OCTOBER 5, 2011 

  
 A-2 








 MICHAEL PAYNE AND JENNIFER PAYNE,
TRUSTEES 
 MAXIMILIAN IBEL 

MICHAEL & LYNN PIERCE, HUSBAND & WIFE AS
COMMUNITY PROPERTY 
 MICHAEL RANDOLPH 

OATEN-DAVIS LIVING TRUST 

OCEANLINK INVESTMENTS LIMITED 

OMID RAHMAT 

UNION BANK, N.A., CUSTODIAN FBO TIMOTHY K. BLISS ROTH IRA 

PAIGE K. KAYE TRUST 

PAUL KMIEC 
 R.
MICHAEL CRILL 
 RADICAL TRUST 

SAEED SATTARI 

UNION BANK, N.A., CUSTODIAN FBO TIMOTHY K. BLISS ROTH IRA #3

 UNION BANK, N.A., CUSTODIAN FBO CHARLES J. KEENAN IV ROTH
IRA #4 
 UNION BANK, N.A., AS NOMINEE 

SEMENZATO-SELLERS TRUST 10-15-2004 

  
 A-3 








 SUSAN M. CAINE AND BRETT M. CAINE
TRUST 
 THE CANTLEY-PAPADOPOULOS TRUST 

THE CHARLES AND ALLISON KEENAN FAMILY TRUST
DATED 6/15/09 
 THE CHRISTINE PERRY REVOCABLE TRUST

 THE JERRY QI ZHENG AND XIAONING DUAN AB
LIVING TRUST 
 THE KEENAN FAMILY TRUST DATED
12/20/1988, AS AMENDED 
 THE PLATT FAMILY TRUST
DATED JULY 28, 2000 
 THE POURZANJANI FAMILY TRUST

 TIMOTHY BLISS & VIRGINIA BLISS FAMILY TRUST
DATED 4/2/82 
 WILLIAM J. REYNOLDS 

ZHU WEI FAMILY TRUST 

  
 A-4