APPFOLIO INC (Form: 10-K, Received: 02/28/2019 16:16:58)

DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E WEWORK MEMBERSHIP AGREEMENT Membership Details Form Member Company Name (Legal Name): AppFolio, Inc. Industry: Technology (SaaS); Call Center Agreement Date: September 28, 2018 Start Date: December 1, 2018 Commitment Term: Twenty-four (24) months Termination Notice Period Six (6) months Office Number(s); Main Premises; Size 02-119; WeWork Legacy North, 7300 Lone Star Drive Suite C200 Plano TX 75024 Set-Up Fee: $0 Service Retainer: $60,650. You shall not be permitted to move into the Office Space until the Service Retainer has been fully paid, as described in Sections 4.a and 5.a of this Agreement. Membership Fee: 121,300 (reduced by 50% discount noted below) Discounts: Month 1-24: 50% Payment Method: ACH Conference Room Credits (per month): 504 Print and Copy Credits (per month): 29,640 black & white & 4,940 color per month Number of Individual Members/Capacity: 247 Parking Fees (if applicable): N/A Parking Spaces (if applicable): Notes: Automatic Termination Notwithstanding anything to the contrary contained herein (including termination notice requirements as described in Section 5), this Agreement shall terminate on the later of (i) November 30, 2020 or (ii) twenty four (24) months after receiving full and complete access to the 1

DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E Office Space. No further termination notice shall be required to be provided by either party to terminate this Agreement. Expansion During the Commitment Term, if office number 02-120 and/or 02-121 of the Main Premises (each an "Additional Office" and collectively the “Additional Offices”) becomes available to license to another company not currently licensing the space, WeWork will notify Member Company and Member Company shall have the exclusive first right and option (“ROFR”) to license the Additional Office(s) at the then undiscounted Membership Fee provided by WeWork in the Main Premises (the “Additional Office Option”). Member Company must exercise the Additional Office Option by delivering written notice thereof to WeWork within ten (10) Regular Business Days of the WeWork notice. If Member Company exercises the Additional Office Option, Member Company shall be required to enter into a Membership Agreement for the Additional Office(s) with a Commitment Term that expires on the later of November 30, 2020 or expiration of the Commitment Term under this Membership Agreement. If Member Company does not exercise the Additional Office Option within ten (10) Regular Business Days after WeWork notifies Member Company of WeWork’s intent to license the Additional Office(s) to another company, the Additional Office Option will immediately expire with respect to the Additional Office that is subject to it and there will be no restrictions on WeWork’s right to license the Additional Office. *Service Retainer and Set-Up Fee due on the date hereof. 2

DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E Address: AppFolio, Inc. Contact Information – For Company 50 Castilian Drive Goleta, California 93117 Primary Member Contact Email – For WeWork: Primary Member Name: Dan Rudd This Agreement, including the Terms and Conditions and Title: VP, Corporate Real Estate Membership Details Form, will be effective when signed by both parties. In the event of any conflict between the Phone Number: 954.234.5000 Terms and Conditions and the Membership Details Form, the Membership Details Form shall prevail. Email: dan.rudd@appfolio.com By signing this Agreement, you represent to us that you Address: AppFolio, Inc. have the proper authority to execute this Agreement on 50 Castilian Drive behalf of the company listed above and incur the Goleta, California 93117 obligations described in this Agreement on behalf of such company. If the Primary Member is also the Authorized Signatory, please check here: ____ WeWork Signature If the Primary Member is also the Billing Contact, please WeWork Building Entity: 7300 Dallas Parkway Tenant check here: __X__ LLC Additional Primary Member Signature: Claire Cramer Primary Member Name: Jennifer Hawley Name (Print): Title: Facilities Specialist Title: Account Executive- Strategic Growth 9/29/2018 8:43:58 PM PDT Phone Number: 682.321.4571 Date: Alternate Phone Number: 805.364.5839 Company Signature Email: jennifer.hawley@appfolio.com Company Name: AppFolio, Inc. Address: AppFolio, Inc. Signature: 1701 North Plano Road Richardson, Texas 75081 Name (Print): Ida Kane Authorized Signatory Title: Chief Financial Officer (if different than Primary Member) Date: September ___, 2018 Authorized Signatory Name: Ida Kane Signed By (Select One): Title: Chief Financial Officer ___ Primary Member Phone Number: 805.364.6049 _X__ Authorized Signatory Email: ida.kane@appfolio.com 3 DOCSSB/112614v2/100382-0000

DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E “Regular Business Hours” are generally from 9:00 a.m. to TERMS & CONDITIONS 6:00 p.m. on Regular Business Days “Set-Up Fee” means the fee you will be charged for each 1. THE LINGO individual Membership included in the Capacity of your Ofﬁce Space; you are obligated to pay the Set-Up Fee for “Agreement” means, collectively, these Terms & each Individual Ofﬁce that you occupy, including such Set- Conditions (the “Terms and Conditions”), the attached up Fees as may be due upon transfer, including upgrade or Membership Details Form cover page(s) (the “Membership downgrade (i.e. transferring to an Ofﬁce Space with a Details Form”), and any other attachments, exhibits, higher or lower Capacity), of Ofﬁce Space. and/or supplements. “Start Date” means, subject to Section 2.c, below, the date “Authorized Signatory” means an individual authorized to set forth in the Membership Details Form upon which the legally bind your company. Services will begin being provided with respect to each Individual. “Capacity” means the number set forth in the Membership Details Form in the “Capacity” field. “WeWork,” “we” or “us” means the WeWork entity you are contracting with. “Commitment Term” means the period of time from the Start Date to the last day of the period set forth on the “WeWork Member Network” means the WeWork Membership Details Form under “Commitment Term” members-only online community accessed through the with respect to each Individual Ofﬁce Number, and which internet or our mobile app. may be extended upon mutual agreement of the parties. 2. THE BENEFITS OF MEMBERSHIP “Individual Ofﬁce Number” means each individual ofﬁce number and/or workspace location as may be speciﬁed in a. Services. Subject to the terms and conditions of this the Membership Details Form. If the symbol “Ø” is Agreement, and any other policies we make available included on the Membership Details Form, we will provide to you with prior notice from time to time, during the the Individual Ofﬁce Number(s) for the agreed upon Term (defined below), WeWork shall provide you Capacity prior to the Start Date. (and your Members, as applicable) the services described below, it being understood that minor “Main Premises” means the Premises in which the Office service interruptions shall not constitute a breach of Space is located, as set forth in the Membership Details this Agreement provided that WeWork shall use best Form. efforts to remedy any such interruptions as quickly and efficiently as practicable. These services are “Member” means each person you authorize to receive referred to in this Agreement as the “Services.” the Services (defined in Section 2.a, below) (each Member granted a “Membership”).  Dedicated access to the Office Space, subject to our access as set forth in this Agreement, “Member Company” or “you” means the company, entity, provided that no other members shall have or individual entering into this Agreement as listed in the access to your Office Space Membership Details Form.  Regular maintenance and cleaning of the Office Space, including: (i) nightly trash removal from “Ofﬁce Space” means the actual ofﬁce or workspace the Office Space, conference rooms and corresponding to the Individual Ofﬁce Number(s), taken common spaces; (ii) regular trash removal from together. bathrooms and common spaces; (iii) deep clean of the Office Space on a weekly basis; and (iv) “Premises” means a building or portion of a building in daily upkeep of bathrooms, pantries, conference which WeWork offers offices, workstations, other rooms, and common area. workspaces, and/or other services to Members.  Furnishings for the Office Space of the quality “Primary Member” means the primary in-Premises and in the quantity typically provided to other Member contact for WeWork. WeWork Member Companies with similar office space, workstations, and/or other workspace, as “Regular Business Days” are all weekdays, except local applicable, in the Premises. bank/government holidays.  Access to and use of the WeWork Member Network site in accordance with the terms of v.8.1.18 1

DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E services available at contained in your Office Space for health, safety, members.wework.com/terms. emergency, repair, and maintenance reasons or where necessary to comply with law, provided that  Access to and use of the shared Internet we will not do so in a manner (i) that substantially connection in accordance with the terms of decreases the square footage of your assigned Office services available at wework.com/legal/wireless- Space or related amenities and (ii) which causes network-terms-of-service. material interference with your business operations, and we shall endeavor to provide you with  Use of the printers, copiers and/or scanners commercially reasonable advance notice of any such available to our members and member changes. We reserve the right to alter your Office companies, in accordance with the terms Space for health, safety, emergency, repair, and described herein. maintenance reasons or where necessary to comply with law, provided that we will not do so in a manner  Use of the conference rooms in your Main (i) that substantially decreases the square footage of Premises and use of conference rooms in any your assigned Office Space or related amenities and other WeWork Premises during Regular Business (ii) which causes material interference with your Hours, in each case subject to availability and business operations, and we shall endeavor to your prior reservation of such conference rooms, provide you with commercially reasonable advance in accordance with the terms described herein. notice of any such changes. We may also modify or reduce the list of Services or furnishings provided for  Heat and air-conditioning for commercially your Office Space at any time, but on commercially reasonable office use of the Office Space twenty- reasonable prior notice, provided that (i) such four hours a day, seven days a week, 365 days a changes will be done in a manner to minimize year. interference with your business operations and (ii) will be non-discriminatory and also apply to all other  Electricity for commercially acceptable office use Member Companies in the same Premises receiving in light of the Industry set forth in the similar Services. The Services may be provided by us, Membership Details Form. an affiliate or a third party. Throughout the Term of this Agreement, the furnishings shall be consistent  Use, within the Premises, of kitchens and with those set forth on Exhibit A, attached hereto and beverages made available therein. incorporated by this reference, which shall be provided at the Office Space and Premises at the Start  Acceptance of mail and deliveries on behalf of Date. your business during Regular Business Hours; provided that we are not liable for any mail or c. Office Space Not Timely Available; Membership packages received without a WeWork Credits. We will make commercially reasonable employee’s signature indicating acceptance. efforts to deliver the Office Space to you by the Start Date. If we are unable to make the Office Space  Opportunity to participate in members-only available by the Start Date we will not be subject to events, beneﬁts and promotions. any liability related to such inability, nor will such inability affect the enforceability of this Agreement; Other services may be provided for an additional fee, provided, however, that the parties understand and such as car parking space, phone service, and IT agree that for every day the Office Space is not services, subject to availability at the Main Premises available for your access beginning on December 1, and any additional terms and expenses applicable to 2018, and ending on January 31, 2019 (the “Delay those services. Period”), WeWork shall provide a day-for-day Membership Fee Credit (collectively, the b. Our Reserved Rights. We are entitled to access your “Membership Fee Credits”) for each day of the Delay Office Space, with or without notice, in connection Period, up to a maximum of sixty-two (62) daily with our provision of the Services, and/or for safety Membership Fee Credits. This Agreement shall or emergency purposes or for any other purposes and remain in full force and effect, provided that: (i) the will do so in a manner to minimize interference with failure to provide access to the Office Space does not your business operations; provided, however, that if last longer than two (2) months and (ii) we will not our access to your Office Space is not in connection charge you the Membership Fee during the period with safety or emergency-related events, or for our the Office Space is not available to you. Following the regular provision of the Services, we will make two (2) month period set forth in (i) above, you shall commercially reasonable efforts to provide you with have the ability to terminate this Agreement upon at least forty-eight (48) hours prior written notice seven (7) days’ prior notice to us. Notwithstanding before entering. We may temporarily move furniture v.8.1.18 2

DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E anything in this paragraph to the contrary, if the delay b. Changes to or Removal of Primary Member or in providing the Office Space is due to your actions or Authorized Signatory. An Authorized Signatory inactions or due to changes in or work to the Office generally has the sole authority to make changes to Space requested by you, we will not be subject to any or terminate this Agreement. A Primary Member will liability related to such delay nor will such delay affect generally serve as We Work’s primary contact the validity of this Agreement and we shall have no regarding matters that involve your Members, the obligations to provide you with the benefits described physical Office Space or the Premises. If no in subsections (ii) of this paragraph and you shall not Authorized Signatory other than the Primary Member be entitled to terminate this Agreement and shall be is designated by you on the Membership Details liable for the payment of the Membership Fees from Form, the Primary Member will serve as the the Start Date. Authorized Signatory. We will be entitled to rely on communications to or from the Authorized Signatory d. Access Prior to Start Date. We agree to provide you or Primary Member as notice to or from the and your reasonable contractors, agents and other applicable Member Company. However, an Executive necessary third parties with access to your Office Officer of the applicable Member Company Space during the period of time after November 15, (“Executive Officer”) will have the authority to 2018 and before your Start Date (the “Soft Open override the request of an Authorized Signatory or Period”). During the Soft Open Period, you and your Primary Member, as applicable, provided that we Members shall be fully subject to the terms of this receive such a request within 24 hours following such Agreement, and we agree to forego any and all Authorized Signatory’s or Primary Member’s request. Membership Fee (and/or any other fees or costs) We will be entitled to request reasonable during the Soft Open Period. documentation to confirm that an individual claiming to be an Executive Officer truly is one and to exercise 3. YOUR MEMBERS our discretion in determining whether a particular position constitutes an “Executive Officer.” An a. Updating the Member List. You are responsible for Executive Officer will also have the authority to maintaining the accuracy of your list of Members on remove or replace the individual serving as the the We Work Member Network (your “Member Authorized Signatory and/or Primary Member. Unless List”). Only those individuals included on the Member we receive instructions from the Authorized Signatory List will be deemed to be “Members” and entitled to or Executive Officer, if the individual designated as receive the Services described in this Agreement. To the Primary Member ceases to provide services to the the extent permitted by law, all of your Members Member Company or ceases using the Office Space shall be required to provide valid government issued regularly, we will use our reasonable judgment in identification in order to be issued an activated key designating a replacement Primary Member. card to access the Premises. If the number of Members or other individuals regularly using your 4. MEMBERSHIP FEES; PAYMENTS Office Space exceeds the Capacity, you will be required to pay the then current additional fee as set a. Payments Due Upon Signing. Upon submitting a forth on our website. In no event will the number of signed and completed Agreement, you will be Members exceed 1.5 times the Capacity, regardless of obligated to deliver to us, in the amount(s) set forth additional fees paid; however affiliated members with on your Membership Details Form, (i) the Service other active memberships offered by WeWork such Retainer and (ii) the Set-Up Fee. as We Membership, Hot Desk, and/or separate Dedicated Desk Memberships using desks outside of b. Membership Fee. During the Term (defined in Section the Office Space will not count towards this limit. We 5, below) of this Agreement, your Membership Fee reserve the right to further limit the number of will be due monthly and in advance as of the first Members allowed at any point. (1st) day of each month. Subject to the provisions, terms and conditions of this Agreement, you are Upon the addition of a Member to the Member List, obligated to make payment of all Membership Fees WeWork will create a profile for such Member on the owed throughout the Commitment Term and this WeWork Member Network. Such profile will be obligation is absolute notwithstanding any early viewable by us, our employees and agents, and other termination of the Agreement by you, except as set members. The created profile will include only the forth in Sections 2.c and 5.d. You agree to pay Member’s name and the Member Company; any promptly: (1) all sales, use, excise, value added, and additional information, including a photograph, shall any other taxes which you are required to pay to any be added solely as determined by you or your other governmental authority (and, at our request, Members. will provide to us evidence of such payment) and (2) all sales, use, excise, value added and any other taxes v.8.1.18 3

DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E attributable to your Membership as shown on your g. Outstanding Fees. Any outstanding fees will be invoice. The Membership Fee set forth on the charged in arrears on a monthly basis. When we Membership Details Form covers the Services for only receive funds from you, we will ﬁrst apply funds to the number of Members indicated in the Membership any balances which are in arrears (including any Details Form. Additional Members will result in outstanding late fees) and to the earliest month due additional fees as set forth on wework.com/faq. ﬁrst. Once past balances are satisﬁed, any remaining portion of the funds will be applied to current fees On each anniversary of the Start Date (including due. If any payments remain outstanding after we during any Commitment Term) the Membership Fee provide notice to you, we may, in our sole discretion, will be subject to an automatic three percent (3%) withhold Services or terminate this Agreement in increase of the previous year’s Membership accordance with Section 5.f. Fee. Following any Commitment Term, we reserve the right to further increase or decrease the h. No Refunds. Except as otherwise provided herein, Membership Fee at our sole discretion upon thirty there are no refunds of any fees or other amounts (30) days’ prior notice to you in advance of and in paid by you or your Members in connection with the accordance with the Termination Notice Period Services. described below in Section 5(d). 5. TERM AND TERMINATION c. Invoices; Financial Information. WeWork will send or otherwise provide invoices and other billing-related a. Term. This Agreement will be effective when signed documents, information and notices to the Primary by both parties (“Effective Date”); provided that we Member or, if a Billing Contact is indicated on the have no obligations to provide you with the Services Membership Details Form, the Billing Contact. Change until the later of (i) the date on which payment of of the Billing Contact will require notice from the your Service Retainer, Set-Up Fee and first month’s Authorized Signatory in accordance with this Membership Fee has been received by us or (ii) the Agreement. Start Date. Unless otherwise set forth on the Membership Details Form, and only upon mutual d. Credits; Overage Fees. Each month, you will receive a written agreement of the parties, following the certain number of credits for conference room use Commitment Term, this Agreement shall continue on and a certain number of credits for color and black a month-to-month basis (any term after the and white copies and printouts, as speciﬁed on the Commitment Term, a “Renewal Term”) subject to the Membership Details Form. These allowances may not Termination Notice Period unless otherwise agreed in be rolled over from month to month. If these writing by the parties. The Commitment Term and all allocated amounts are exceeded, you will be subsequent Renewal Terms shall constitute the responsible for paying fees for such overages. The “Term.” This Agreement will continue until current overage fee schedule is listed on terminated in accordance with this Agreement. wework.com/faq. All overage fees are subject to increase from time to time at our sole discretion; b. Move In/Move Out. You shall be entitled to move provided that we provide you with prior written into the Office Space on the Start Date, provided you notice of any such increase. have complied with the payment obligations described in Section 5(a). On the last Regular e. Late Fees. If payment for the Membership Fee or any Business Day of the Termination Effective Month other accrued and outstanding fee is not made by the (defined below), you must vacate the Office Space by tenth (10th) of the month in which such payment is no later than 5:00 p.m. (central). due, you will be responsible for paying the late charge. The late fee schedule is attached hereto as c. Cancellation Prior to Start Date by You. You may Exhibit B, incorporated herein by this reference. cancel this Agreement prior to the Start Date upon delivery of notice to us. If you terminate more than f. Form of Payment. We accept payment of all amounts one (1) full calendar month prior to your Start Date, specified in this Agreement solely by the methods we you may be entitled to a refund of your Set-Up Fee, communicate to you during the membership sign up less any applicable charges, expenses or deductions; process or from time to time during the Term. You however, you will not be entitled to a refund of your are required to inform us promptly of any changes to Service Retainer If you terminate within one (1) full your payment information. Changing your payment calendar month prior to your Start Date, you will not method may result in a change in the amount receive any refund of your Set-Up Fee or Service required under this Agreement to be held as the Retainer. Service Retainer. v.8.1.18 4

DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E d. Abatement. If, after the Start Date, (i) you are any unwarranted termination by you during the prevented from using, and do not use, the Office Commitment Term is a breach of this Agreement. Space as a result of WeWork’s failure to make Downgrade of the Office Space (i.e. transferring to an available the Office Space or material failure to office space with a lower Capacity) is also not provide the Services set forth in Section 2 hereof permitted during the Commitment Term. Further (each, an “Abatement Event”) and (ii) such subject to Sections 2.c, and 5.d and the other terms Abatement Event shall continue for more than fifteen and conditions of this Agreement, if you terminate (15) consecutive days following our receipt of written this Agreement prior to the end of the Commitment notice from you describing such Abatement Event Term (or during any relevant Termination Notice (“Cure Notice”), and (iii) such Abatement Event shall Period), your Membership Fee Obligations shall not have been caused in whole or in part by you or become immediately due. In addition to any rights, any act or omission of you and/or your Members, claims and remedies we choose to pursue in our employees, agents, guests and invitees, you shall be discretion, your Service Retainer shall be forfeited entitled to an abatement of the Membership Fee for immediately as a result of your breach. your Office Space, for such time that you are prevented from using, and do not use, the Office After receiving a valid notification of termination Space. We shall use commercially reasonable efforts from you, we will deliver to you the WeWork Exit to resolve any such Abatement Event. If any such Form (the “Exit Form”). The Exit Form shall be Abatement Event continues for at least thirty (30) completely filled out and signed by the Authorized days following the Cure Notice, WeWork will use Signatory within a commercially reasonable period commercially reasonable efforts to offer you after our delivery of the Exit Form. however, please reasonable accommodation in comparable alternate note that the termination of your Agreement on the office space on the same or similar terms set forth on last Regular Business Day of the Termination your Membership Details form. If you elect in your Effective Month will be triggered upon your sole discretion to receive the proffered alternate provision of written notice of termination to us, office space, you will be obligated to make regardless of when you complete and submit the Membership Fee payments but will be entitled to an Exit Form. You will not be entitled to pro ration with abatement in the Membership Fee for any period respect to the last month's Membership Fee. For where you were unable to occupy either the Office instance, if you vacate your Office Space before the Space or the alternate office space. If you elect not to last Regular Business Day of April, you will still owe us receive the proffered alternate office space, and we the full Membership Fee for the full month of April. fail to cure any such Abatement Event within forty- five (45) days after written notice from you, you may Member Company Termination Notice Periods terminate this Agreement. Required: e. Termination by You; Changes in Office Space. Termination by You. Unless otherwise set forth in the Commitment Capacity Membership Details Form, you may terminate this Term Agreement by providing written notice to us prior to the month in which you intend to terminate this 0 - 24 25 - 74 75 + Agreement (“Termination Effective Month”) in accordance with the notice periods set forth in the 1 - 5 months 1 month 2 months 3 months chart below (the “Termination Notice Period(s)”). The applicable Termination Notice Period shall be determined by the Commitment Term and Capacity for the relevant Individual Office Number, as depicted 6 - 11 months 1 month 2 months 3 months in the chart below, and as displayed on the Membership Details Form. The Termination Notice Periods shall apply to any termination by you during the Term. After receiving such notice we will deliver 12 - 23 months 2 months 3 months 6 months to you the WeWork Exit Form (“Exit Form”), which you must complete and submit to us. The termination will be effective on the later of the last Regular 24 + months 3 months 6 months 6 months Business Day of the Termination Effective Month and the expiration of the Commitment Term. Subject to Sections 2.c and 5.d and the other terms and conditions of this Agreement, no termination by you  Example: If the Capacity for the Office shall be effective during the Commitment Term, and Space is between twenty-five (25) and v.8.1.18 5

DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E seventy-four (74) Members, and the g. Service Retainer. The Service Retainer will be held as Commitment Term is between six (6) and a retainer for performance of all your obligations eleven (11) months, the applicable under this Agreement, including the Membership Fee Termination Notice Period would be two (2) Obligations, and is not intended to be a reserve from months, and to terminate this Agreement which fees may be paid. In the event you owe us effective the last Regular Business Day of other fees, you may not rely on deducting them from April (provided that the Commitment Term the Service Retainer, but must pay them separately. shall have expired by such date) the last We will return the Service Retainer, or any balance opportunity to provide notice to us would after deducting outstanding fees and other costs due be during Regular Business Hours on the to us, including any unsatisfied Membership Fee last Regular Business Day of February. Obligations, to you by bank transfer or other method that we communicate to you within thirty (30) days f. Termination or Suspension by Us. We may withhold (or earlier if required by applicable law) after the later Services or immediately terminate this Agreement of (i) the termination or expiration of this Agreement during the Commitment Term: (i) upon a material and (ii) the date on which you provide to us all breach of this Agreement by you or any Member account information necessary for us to make such (provided that any such material breach shall be set payment. Return of the Service Retainer is also forth with reasonable particularity in writing and you subject to your complete performance of all your shall have fifteen (15) days to cure it before any early obligations under this Agreement, including full termination shall take effect); (ii) upon termination, satisfaction of your Membership Fee Obligations and expiration or material loss of our rights in the any additional obligations applicable following Premises; (iii) if any outstanding fees are still due termination or expiration of this Agreement. seven (7) days after we provide notice to you that such fees are outstanding; (iv) if you or any of your h. Removal of Property Upon Termination. Prior to the Members fail to materially comply with the material termination or expiration of this Agreement, you will terms and conditions of the WeWork Member remove all of your, your Members’, and your or their Network Terms of Service, our Wireless Network guests’ property from the Office Space and Premises. Terms of Service, or any other policies or instructions After providing you with reasonable prior written provided by us or applicable to you (again provided notice, which shall not be less than seven (7) days in that any such material breach shall be set forth with advance of any disposal by us, we will be entitled to reasonable particularity in writing and you shall have dispose of any property remaining in or on the Office fifteen (15) days to cure it before any early Space or Premises after the termination or expiration termination shall take effect); (v) at any other time of this Agreement and will not have any obligation to after the Commitment Term (if the parties agree in store such property, and you waive any claims or writing to an additional term) upon ninety (90) days’ demands regarding such property or our handling or notice, when we, in our sole discretion, see fit to do disposal of such property. You will be responsible for so. Subject to the other provisions of this Agreement, paying any fees reasonably incurred by us regarding you will remain liable for past due amounts that are such removal. We shall have no implied obligations as due and payable in accordance with the terms of this a bailee or custodian, and you hereby indemnify us Agreement, and we may exercise our rights to collect and agree to keep us indemniﬁed in respect of any payment for amounts that are due and payable in claims of any third parties in respect of such property. accordance with the terms of this Agreement, despite Following the termination or expiration of this termination or expiration of this Agreement. An Agreement, we will not forward or hold mail or other individual Member will no longer be allowed access packages delivered to us. to the Services and is no longer authorized to access the Main Premises or other Premises upon the earlier 6. HOUSE RULES of (x) the termination or expiration of this In addition to any rules, policies and/or procedures Agreement; (y) your removal of such Member from that are specific to a Premises used by you: the Member List or (z) our undisputed notice to you that such Member violated this Agreement. We may a. You acknowledge and agree that: withhold or terminate Services of individual Members for any of the foregoing reasons; in such  keys, key cards and other such items used to circumstances this Agreement will continue in full gain physical access to the Premises, or the force and effect to the exclusion of the relevant Office Space remain our property. You will cause Member. your Members to safeguard our property and you shall promptly notify us and be liable for replacement fees should any such property be lost, stolen or destroyed; v.8.1.18 6

DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E  you shall promptly notify us of any change to of the alteration or installation and, prior to the your contact and payment information; termination of this Agreement, the removal of such items and the restoration necessitated  we will provide notice to you of any changes to by any such alterations, and we shall deduct any Services, fees, or other updates via email. It is costs not otherwise paid by you from the Service your responsibility to read such emails and to Retainer. In no event are you permitted to ensure your Members are aware of any changes, perform any of these actions without our prior regardless of whether we notify such Members written consent. Only a member of our facilities directly; staff is entitled to perform an alteration, installation, removal or restoration. Reach out  carts, dollies and other freight items which may to a member of your community team for more be made available may not be used in the information; and passenger elevator except at our discretion;  you shall use commercially reasonable efforts to  for security reasons, we may, but have no ensure that you and your Members’ computers, obligation to, regularly record certain areas in tablets, mobile devices and other electronic the Premises via video; equipment are kept clean of any malware, viruses, spyware, worms, Trojans, or anything  all of your Members are at least 18 years of age; that is designed to perform malicious, hostile and/or intrusive operations. We reserve the  you shall be solely and fully responsible for right to remove any device from our networks ensuring that alcohol is consumed responsibly by that poses a threat to our networks or users until your individual Members and that no alcohol is the threat is remediated. consumed by any of your Members or guests who is younger than the legal age for consuming b. No Member will: alcohol in the applicable jurisdiction;  perform any activity or cause or permit anything  common spaces are to be enjoyed by all our that is reasonably likely to be disruptive or member companies, members and guests unless dangerous to us or any other Member otherwise instructed by us, and are for Companies, or our or their employees, guests or temporary use and not as a place for continuous, property, including without limitation the Office everyday work; Space or the Premises;  you will provide us with reasonable notice of and  use the Services, the Premises or the Office complete all required paperwork prior to hosting Space to conduct or pursue any illegal or any event at the Premises; offensive activities or comport themselves to the community in a similar manner;  you will be responsible for any damage to your Office Space that you, your Members, or your  all Members shall act in a respectful manner invitees cause other than normal wear and tear, towards other member companies and our and their employees and guests;  you will be responsible for replacement fees for any documented item(s) provided to you by the  misrepresent himself or herself to the WeWork WeWork community team for temporary use community, either in person or on the WeWork should any such property be lost, stolen or Member Network; destroyed;  take, copy or use any information or intellectual  we are not liable for any mail or packages property belonging to other Member Companies received without a WeWork employee’s or their Members or guests, including without signature indicating acceptance; limitation any confidential or proprietary information, personal names, likenesses, voices,  you may not make any structural or business names, trademarks, service marks, nonstructural alterations or installations logos, trade dress, other identifiers or other (including, but not limited to, wall attachments, intellectual property, or modified or altered furniture, IT equipment, and/or glass paneling) in versions of the same, and this provision will the Office Space or elsewhere in the Premises survive termination of this Agreement; without prior approval by us. In the event that any alterations or installations are made, you  take, copy or use for any purpose the name shall be responsible for the full cost and expense “WeWork” or any of our other business names, v.8.1.18 7

DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E trademarks, service marks, logos, trade dress, environment, or places excessive strain on our marketing material, other identifiers or other electrical, IT, HVAC or structural systems, with intellectual property or modified or altered such determination to be made in our sole versions of the same, or take, copy or use for any discretion, without our prior approval; or purpose any pictures or illustrations of any portion of the Premises, or engage in any  bring any weapons of any kind, or any other conduct that is likely to cause confusion offensive, dangerous, hazardous, flammable or between WeWork and yourself, without our explosive materials into the Office Space or the prior consent, and this provision will survive Premises. termination of this Agreement, provided that during the term of this Agreement you will be You are responsible for ensuring your Members able to use “WeWork” in plain text to accurately materially comply with all material House Rules identify an address or office location; and with all material rules, policies and/or procedures that are speciﬁc to a Premises used  film within any Premises, including within the by you that are nondiscriminatory and apply to Office Space, without completing all required all Members and are consistent with the House paperwork and receiving express written Rules that WeWork typically applies to other consent from WeWork; similar office space suites, and agree that in the event of any penalty or ﬁne resulting from the  use the Office Space in a retail, medical, or other breach of any such rules, policies and/or capacity involving frequent visits by members of procedures, you will be responsible for paying the public, as a residential or living space, or for such penalty or ﬁne. any exclusively non-business purpose; 7. ADDITIONAL AGREEMENTS  sell, manufacture or distribute any controlled substance, including alcoholic beverages, from a. Information Technology. In order to utilize all the the Office Space, or obtain a license for such functionalities offered by us, it may be necessary to sale, manufacture, importation, or distribution install software onto a Member’s computer, tablet, using the Office Space or the address of the mobile device or other electronic equipment. In Main Premises; addition, a Member may request that we troubleshoot problems a Member may have with  use our mail and deliveries services for respect to printing, accessing the network connection fraudulent or unlawful purposes, and we shall or other issues. If we provide such services, we will not be liable for any such use; not be responsible for any damage to your equipment.  store significant amounts of currency or other valuable goods or commodities in the Office b. Network Connection. WeWork provides shared Space that are not commonly kept in commercial Internet access to Members via a wireless network offices; in the event that you do so, we will not connection. Wired network connections are available be liable for any such loss; for an additional monthly fee. We understand and acknowledge that you wish to implement a private  make any copies of any keys, keycards or other wired network, and hereby agree to allow you to means of entry to the Office Space or the install a firewall device for your exclusive access and Premises or lend, share or transfer any keys or use, subject to WeWork IT approval, and you will be keycards to any third party, unless authorized by responsible for removal of the same. Prior to any us in advance; such installation or removal, you shall coordinate with the WeWork IT team to discuss the actual setup,  install any locks to access the Office Space or appropriate time, manner and means for such anywhere within the Premises, unless authorized installation or removal and any additional fees that by us in advance; may result from the request. To the extent that we incur any costs in connection with such installation or  allow any guest(s) to enter the building without removal, which are not otherwise paid by you, we registering such guest(s) and performing any shall deduct such costs from the Service Retainer. You additional required steps according to our shall also be responsible for any monthly fees policies; incurred relating to your private, secured wired network.  operate any equipment within the Premises that has a higher heat output or electrical consumption than in a typical personal office v.8.1.18 8

DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E c. Waiver of Claims. To the extent permitted by law, proceeding against any of the WeWork parties, you, on your own behalf and on behalf of your whether in contract, tort, or otherwise, unless the Members, employees, agents, guests and invitees action, suit, or proceeding is commenced within two (collectively, the “Member Parties”), waive any and (2) years of the cause of action’s accrual. all claims and rights against us and our landlords at Notwithstanding anything contained in this the Premises and our affiliates, parents, and Agreement to the contrary, you acknowledge and successors and each of our and their employees, agree that you shall not commence any action or assignees, officers, agents and directors (collectively, proceeding against any of the WeWork Parties other the “WeWork Parties”) resulting from injury or than the WeWork Party you are directly contracting damage to, or destruction, theft, or loss of, any with hereunder and the assets of such entity for any property, person or pet, except to the extent caused amounts due or for the performance of any by the negligence, willful misconduct or fraud of the obligations in connection with this Agreement. WeWork Parties. To the extent permitted by law, both WeWork, on its own behalf and on behalf of the e. Indemnification. You will indemnify the WeWork WeWork Parties, and the Member Company, on its Parties from and against any and all third party own behalf and on behalf of the Member Parties, claims, liabilities, and expenses, including reasonable each waive any and all claims and rights to recover attorneys’ fees, resulting from any material breach of against the other and each of the WeWork Parties this Agreement by you or your Members or your or and Member Parties (and Member Company waives their guests, invitees or pets or any of your or their its rights against WeWork’s Landlord at Main actions or omissions, except to the extent a claim Premises) for any loss of, or damage to, property results from the negligence, willful misconduct or belonging to such waiving party (including deductible fraud of the WeWork Parties. You are responsible for amounts) and located at any Premises, from any the actions of and all damages caused by all persons cause that is actually covered by any property and pets that you, your Members or your or their insurance required to be carried by such party guests invite to enter any of the Premises, including pursuant to this Agreement or any other property but not limited to any vendors hired by you that enter insurance actually carried by such party to the extent the Premises. We will indemnify you and your of the limits of such policy. These waivers shall be affiliates from and against any and all third party enforceable notwithstanding the negligence or fault claims, liabilities, and expenses including reasonable of the other party. Each party shall look solely to the attorneys’ fees, resulting from any material breach of proceeds of its respective insurance policy (and to its this Agreement by us, except to the extent a claim own funds to the extent it is self-insured) to results from the negligence or willful misconduct of compensate it for any such loss, damage or you or your affiliates, parents, and successors and destruction. This Section shall survive the expiration each of your and their employees, assignees, officers, or earlier termination of this Agreement. agents and directors. For any claim of indemnification under this Agreement, the indemnified party shall d. Limitation of Liability. To the extent permitted by provide prompt written notice of the claim for law, the aggregate monetary liability of any of the indemnification and reasonable cooperation, WeWork Parties to you or your Members, information, and assistance in connection with the employees, agents, guests or invitees for any reason claim, and the indemnifying party shall have sole and for all causes of action, will not exceed the total control and authority to defend, settle or Membership Fees paid by you to us under this compromise such claim. The indemnifying party shall Agreement in the twelve (12) months prior to the not make any settlement that requires a materially claim arising. To the extent permitted by law the adverse act or admission by the indemnified party or aggregate monetary liability of you and your imposes any obligation upon the indemnified party Members to the WeWork Parties for any reason and without the indemnified party’s written consent (such for all causes of action, will be the Membership Fee at consent not to be unreasonably delayed, conditioned the time the claim arises multiplied by twelve (12), or withheld). Additionally, for any claim for unless caused by your, your Members, employees, indemnification pursuant to this Agreement, the agents, guests or invitees gross negligence or willful indemnifying party shall not be liable for any misconduct; if the claim arises before or after the settlement entered into by the indemnified party Term the first month’s or last month’s Membership without the indemnifying party’s prior written Fee shall be multiplied accordingly. Neither of the consent. parties hereto will be liable under any cause of action, for any indirect, special, incidental, consequential, f. Insurance. You are responsible for maintaining, at reliance or punitive damages, including loss of profits your own expense and at all times during the Term, or business interruption,. You acknowledge and personal property insurance and commercial general agree that you may not commence any action or liability insurance covering you and your Members for v.8.1.18 9

DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E property loss and damage, injury to your Members connection with your Membership, including via the and your Members’ guests or pets and prevention of WeWork Services Store, even if they appear on your or denial of use of or access to, all or part of the WeWork invoice. Third Party Services are provided Premises, in form and amount appropriate to your solely by the applicable third party (“Third Party business. In addition, you are responsible for Service Providers”) and pursuant to separate maintaining, at your own expense and at all times arrangements between you and the applicable Third during the Term, workers’ compensation insurance Party Service Providers. These Third Party Service providing statutory beneﬁts in accordance with the Providers’ terms and conditions will control with law and employer’s liability in an amount appropriate respect to the relevant Third Party Services. By adding to your business. We are responsible for maintaining, a Member to the Member List, you are thereby at our own expense, personal property insurance and authorizing that Member to access and use the commercial general liability insurance covering WeWork Services Store in accordance with the terms WeWork for property loss and damage, injury to of service available on our website. WeWork employees, and prevention of or denial of use of or access to, all or part of the Premises in form j. Privacy. We collect, process, transfer and secure and amount appropriate to our business. You will personal data about you and your Members pursuant ensure that WeWork and the landlord of the to the terms of our Privacy Policy, which can be found applicable Premises shall each be named as additional on our website (www.wework.com/legal/privacy), insureds on your commercial general liability policy and in accordance with all applicable data protection and that all relevant insurance policies shall include a laws. Note that you are not obligated to provide us clause stating that the insurer waives all rights of with personal information and any information recovery, under subrogation or otherwise, you may collected by us will be provided by you at your own have against WeWork and the landlord of the will and with your explicit consent granted herein by applicable premises. WeWork and its insurers hereby execution of this Agreement. You hereby (i) waive any rights of subrogation it or they may have undertake, where necessary, to obtain consent from against you.. You shall provide evidence of insurance such Member to the collection, processing, upon our request. transferring and securing of data described herein and (ii) confirm that you in fact collect and process g. Pets. If the Office Space is in Premises designated by such Member’s personal data in accordance with us to be one in which pets are permitted, and if any applicable law. Member plans on regularly bringing a pet into the Office Space or otherwise into the Premises, we may 8. ARBITRATION AND CLASS require this Member to produce proof of vaccination ACTION WAIVER for such pet and evidence of compliance with applicable local regulations. If any of your Members a. Governing Law. This Agreement and the transactions brings a pet into the Premises, you will be responsible contemplated hereby shall be governed by and for any injury or damage caused by this pet to other construed under the law of the State of New York, members or guests or other occupants of the U.S.A. and the United States without regard to Premises or to the property of (i) WeWork or any conflicts of laws provisions thereof and without employees, members or guests or (ii) the owner(s) or regard to the United Nations Convention on Contracts other occupants of the Premises. None of the for the International Sale of Goods. WeWork Parties will be responsible for any injury to such pets. We reserve the right to restrict any b. Venue. Except that either party may seek equitable or Member’s right to bring a pet into the Premises in our similar relief from any court of competent sole discretion. jurisdiction, any dispute, controversy or claim arising out of or in relation to this Agreement, or at law, or h. Other Members. We do not control and are not the breach, termination or invalidity of this responsible for the actions of other Member Agreement, that cannot be settled amicably by Companies, Members, or any other third parties. If a agreement of the parties to this Agreement shall be dispute arises between Member Companies, finally settled in accordance with the arbitration rules members or their invitees or guests, we shall have no of JAMS then in force, by one or more arbitrators responsibility or obligation to participate, mediate or appointed in accordance with said rules. The place of indemnify any party. arbitration shall be New York, New U.S.A. i. Third Party Services. Services do not include, and we c. Proceedings; Judgment. The proceedings shall be are not involved in or liable for, the provision of confidential and in English. The award rendered shall products or services by third parties (“Third Party be final and binding on both parties. Judgment on the Services”) that you may elect to purchase in award may be entered in any court of competent v.8.1.18 10

DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E jurisdiction. In any action, suit or proceeding to and/or profession, and not as a consumer. Neither enforce rights under this Agreement, the prevailing party will in any way misrepresent our relationship. party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s b. Updates to the Agreement. Changes to membership reasonable attorneys’ fees and other fees, costs and and overage fees, will be governed by Sections 4.b expenses of every kind in connection with the action, and 4.d of this Agreement, respectively, and any suit or proceeding, any appeal or petition for review, other applicable provision hereunder. This Agreement the collection of any award or the enforcement of any may otherwise be updated by mutual agreement of order, as determined by the arbitrator(s) or court, as the parties. applicable. This Agreement shall be interpreted and construed in the English language, which is the c. Waiver. Neither party shall be deemed by any act or language of the official text of this Agreement. omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed d. Class Action Waiver. Any proceeding to resolve or by the waiving party. litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will d. Subordination; WeWork Representations. This seek to have any dispute heard as a class action or in Agreement is subject and subordinate to our lease any other proceeding in which either party acts or with our landlord of the Premises and to any proposes to act in a representative capacity. No supplemental documentation and to any other proceeding will be combined with another without agreements to which our lease with such landlord is the prior written consent of all parties to all affected subject to or subordinate. However, the foregoing proceedings. You also agree not to participate in does not imply any sublease or other similar claims brought in a private attorney general or relationship involving an interest in real property. representative capacity, or any consolidated claims WeWork represents that (i) the term of WeWork’s involving another person's account, if we are a party underlying lease at the Main Premises is longer than to the proceeding. YOU ARE GIVING UP YOUR RIGHT the Commitment Term of your Membership TO PARTICIPATE AS A CLASS REPRESENTATIVE OR Agreement, (ii) neither WeWork nor any of its CLASS MEMBER ON ANY CLASS CLAIM YOU MAY affiliates or subsidiaries is presently in breach of the HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS underlying lease at the Main Premises, and (iii) no ARBITRATION OR ANY CONSOLIDATION OF consent is needed under the underlying lease for you INDIVIDUAL ARBITRATIONS. to occupy and use the Office Space as set forth in this Agreement. 9. MISCELLANEOUS e. Extraordinary Events. WeWork will not be liable for, a. Nature of the Agreement; Relationship of the and will not be considered in default or breach of this Parties. Your agreement with us is the commercial Agreement on account of, any delay or failure to equivalent of an agreement for accommodation in a perform as required by this Agreement as a result of hotel. The whole of the Office Space remains our any causes or conditions that are beyond WeWork’s property and in our possession and control. We are reasonable control, including without limitation (i) giving you the right to share with us the use of the any delays or changes in construction of, or We Office Space so that we can provide the Services to Work’s ability to procure any space in, any Premises, you. Notwithstanding anything in this Agreement to and (ii) any delays or failure to perform caused by the contrary, you and we agree that our relationship conditions under the control of our landlord at the is not that of landlord-tenant or lessor-lessee and this applicable Premises; Agreement in no way shall be construed as to grant you or any Member any title, easement, lien, f. Severable Provisions. Each provision of this possession or related rights in our business, the Agreement shall be considered separable. To the Premises, the Office Space or anything contained in extent that any provision of this Agreement is or on the Premises or Office Space. This Agreement prohibited, this Agreement shall be considered creates no tenancy interest, leasehold estate, or amended to the smallest degree possible in order to other real property interest. The parties hereto shall make the Agreement effective under applicable law. each be independent contractors in the performance of their obligations under this Agreement, and this g. Survival. Sections 1, 2.b, 4 (to the extent any Agreement shall not be deemed to create a fiduciary payments remain outstanding), 7.c through 7.f, 8, and or agency relationship, or partnership or joint 9 and all other provisions of this Agreement venture, for any purpose. You acknowledge and agree reasonably expected to survive the termination or that you are entering into this Agreement for the expiration of this Agreement will do so. purposes of and in the course of your trade, business v.8.1.18 11

DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E h. Notices. Any and all notices under this Agreement will comprehensive territorial sanctions maintained by be given via email, and will be effective on the first OFAC (hereinafter referred to as “Sanctioned business day after being sent. All notices will be sent Countries”), (b) identified on U.S. Government via email to the email addresses specified on the restricted party lists including the Specially Membership Details Form, except as otherwise Designated Nationals List and Foreign Sanctions provided in this Agreement. WeWork may send Evaders List administered by OFAC; the Denied notices to either (or both) the Primary Member or the Parties List, Unverified List or Entity List maintained Authorized Signatory, as WeWork determines in its by the U.S. Commerce Department Bureau of reasonable discretion. Notices related to the physical Industry and Security; or the List of Statutorily Office Space, Premises, Members, other Member Debarred Parties maintained by the U.S. State Companies or other issues in the Premises should be Department Directorate of Defense Trade Controls, sent by the Primary Member. Notices related to this (c) a listed person or entity on the Consolidated List of Agreement or the business relationship between you persons and entities subject to asset-freezing and WeWork should be sent by your Authorized measures or other sanctions maintained by the Signatory. In the event that we receive multiple European Union, and by the Member States of the notices from different individuals within your European Union, or (d) a person or entity subject to company containing inconsistent instructions, the asset-freezing measures or other sanctions Authorized Signatory’s notice will control unless we maintained by the United Kingdom's HM Treasury decide otherwise in our reasonable discretion. (collectively referred to herein as "Restricted Parties"); (iii) neither you nor any of your Members, i. Headings; Interpretation. The headings in this subsidiaries and/or affiliates are 50% or more owned, Agreement are for convenience only and are not to individually or in the aggregate, directly or indirectly be used to interpret or construe any provision of this by one or more Restricted Parties or otherwise Agreement. Any use of “including,” “for example” or controlled by Restricted Parties; (iv) less than 10% of “such as” in this Agreement shall be read as being your total annual revenues are, and will continue to followed by “without limitation” where appropriate. be for the duration of the Agreement, generated References to any times of day in this Agreement from activities involving, directly or indirectly, one or refer to the time of day in the Office Space’s time more of the Sanctioned Countries; and (v) neither you zone. nor any of your Members will, at any time during the Term, engage in any activity under this Agreement, j. No Assignment. Except in connection with a merger, including the use of Services provided by WeWork in acquisition, corporate reorganization, or sale of all or connection with this Agreement, that violates substantially all of the shares or assets of you or your applicable Trade Control Laws or causes WeWork to parent corporation, you may not transfer or be in violation of Trade Control Laws. otherwise assign any of your rights or obligations under this Agreement (including by operation of law) l. Anti-Money Laundering. You hereby represent and without our prior consent. We may assign this warrant that at all times you and your Members have Agreement without your consent. conducted and will conduct your operations in accordance with all laws that prohibit commercial or k. Sanctions. You hereby represent and warrant that (i) public bribery and money laundering (the “Anti- during the term of this Agreement you and your Money Laundering Laws”), and that all funds which Members will comply with all applicable U.S. and non- you will use to comply with your payments U.S. economic sanctions and export control laws and obligations under this Agreement will be derived from regulations, including but not limited to the economic legal sources, pursuant to the provisions of Anti- sanctions regulations implemented under statutory Money Laundering Laws. You will provide us with all authority and/or Executive Orders and administered information and documents that we from time to by the U.S. Treasury Department's Office of Foreign time may request in order to comply with all Anti- Assets Control ( “OFAC”) (31 C.F.R. Part 500 et seq.), Money Laundering Laws. the U.S. Commerce Department’s Export Administration Regulations (15 C.F.R. Part 730 et m. Anti-Corruption Laws. Neither you nor any of your seq.), the economic sanctions rules and regulations of Members, your directors, officers, employees, agents, the European Council, United Kingdom, and EU subcontractors, representatives or anyone acting on Member States, and EU's Dual-use Regulation your behalf, (i) has, directly or indirectly, offered, 428/2009 (collectively, “Trade Control Laws”); (ii) paid, given, promised, or authorized the payment of neither you nor any of your Members, subsidiaries or any money, gift or anything of value to: (A) any affiliates, nor directors or officers is (a) a citizen or Government Official or any commercial party, (B) any resident of, an entity organized under the laws of, or person while knowing or having reason to know that otherwise located in, a country subject to all or a portion of such money, gift or thing of value v.8.1.18 12

DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E will be offered, paid or given, directly or indirectly, to rectify any material noncompliance at its own any Government Official or any commercial party, or expense that is becomes aware of during the Term. (C) any employee or representative of WeWork for the purpose of (1) influencing an act or decision of r. Entire Agreement. This Agreement, including without the Government Official or commercial party in his or limitation the Membership Details Form, Exhibit A, her official capacity, (2) inducing the Government and Exhibit B, constitutes the entire agreement Official or commercial party to do or omit to do any between the parties relating to the subject matter act in violation of the lawful duty of such official, (3) hereof and shall not be changed in any manner securing an improper advantage or (4) securing the except by a writing executed by both parties or as execution of this Agreement, (ii) will authorize or otherwise permitted herein. All prior agreements make any payments or gifts or any offers or promises and understandings between the parties regarding of payments or gifts of any kind, directly or indirectly, the matters described herein have merged into this in connection with this Agreement, the Services or Agreement. the Office Space. For purposes this section, “Government Official” means any officer, employee or person acting in an official capacity for any government agency or instrumentality, including state-owned or controlled companies, and public international organizations, as well as a political party or official thereof or candidate for political office. n. Compliance with Laws. You hereby represent and warrant that at all times during the Term you and your Members have, to your knowledge, conducted and will conduct your operations ethically and in accordance with all applicable laws. o. Brokers. Each party hereby represent and warrant that it has not used a broker or realtor, except for Cresa Los Angeles in connection with the membership transaction covered by this Agreement, except as may be provided for in the WeWork broker referral program. Each party hereby indemnifies and holds the other party harmless against any claims arising from the breach of any warranty or representation of this paragraph. p. Counterparts and Electronic Signature. This Agreement may be executed in any number of counterparts by either handwritten or electronic signature, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement, and each of which counterparts may be delivered by emailing the other party to this Agreement signed scanned document or electronically signed portable document format (pdf) version of the contract (as applicable). Each party agrees to the execution of this Agreement in this manner, and the parties acknowledge that execution in this manner creates a binding contract between the parties on the Effective Date. q. Compliance. WeWork shall use best efforts to comply with all applicable laws and regulations, including without limitation building codes and local ordinances, in connection with the provision of Office Space and Services under this Agreement, and shall v.8.1.18 13

DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E Exhibit A Furnishings

DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E Furniture:  Sealed concrete floors  Windows-Roller shades  Sound Abatement- K13 sprayed throughout open ceilings; sound panels installed in all drop ceilings (conference rooms & executive office). In addition to the foregoing, the parties hereby acknowledge and agree that, to the extent that excessive sound issues compromise the functionality, use and purpose of the Office Space, Member Company shall notify WeWork in writing that further sound abatement remediation is needed. The parties shall then work together and cooperate in good faith to ensure timely acquisition and installation of mutually acceptable remediation measures, and WeWork shall contribute up to $5,000 toward the costs associated with the acquisition and installation of any additional sound abatement equipment.  Soft seating provided Diagram of Space: Exhibit B Late Fee If we have not received a monthly payment from you, you (Primary Member) will receive a non-payment notice on the 10th of the month along with a 10% late fee charge. If we do not receive payment from you during the month, you will continue to receive non-payment notices. If you believe you have received a late payment notice in error and you have already remitted payment, please send proof of your bank payment confirmation to the Billing team or your Community Management team.



Delaware		26-0359894
(State of incorporation or organization)		(I.R.S. Employer Identification No.)



50 Castilian Drive Santa Barbara, California		93117
(Address of principal executive offices)		(Zip Code)



Title of each class		Name of exchange on which registered
Class A common stock, par value $0.0001 per share		The NASDAQ Stock Market LLC



Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	¨

		Emerging growth company	¨



	Section	Page No.
Cautionary Note Regarding Forward-Looking Statements		1
Part I
Item 1.	Business	2
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	30
Item 2.	Properties	30
Item 3.	Legal Proceedings	30
Item 4.	Mine Safety Disclosures	31
Part II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	32
Item 6.	Selected Financial Data	35
Item 7.	Management's Discussion Analysis of Financial Condition and Results of Operation	36
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	53
Item 8.	Financial Statements and Supplementary Data	54
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosures	93
Item 9A.	Controls and Procedures	93
Item 9B.	Other Information	94
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	94
Item 11.	Executive Compensation	94
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	94
Item 13.	Certain Relationships and Related Transactions, and Director Independence	94
Item 14.	Principal Accounting Fees and Services	94
Part IV
Item 15.	Exhibits and Financial Statement Schedules	95
Signatures		98


•	On-premise or cloud-based vertical market business management software providers that serve companies of all sizes in our markets; and


•	On-premise or cloud-based horizontal business management software providers that offer broad solutions across multiple verticals.


▪	our research and product development organization to enhance the ease of use and functionality of our software solutions by adding new core functionality, Value+ services and other improvements to address the evolving needs of our customers, as well as to develop new products for adjacent markets and new verticals;


▪	our continued strategic efforts to identify acquisition targets that enhance the depth or functionality of our software solutions or Value+ services, or that enable our expansion into adjacent markets or new vertical markets;


▪	our customer service organization to deepen our relationships with our customers, assist our customers in achieving success through the use of our software solutions, and promote customer retention;


▪	our sales and marketing organization, including expansion of our direct sales organization and marketing programs, to increase the size of our customer base, increase adoption and utilization of new and existing Value+ services by our new and existing customers, and enter adjacent markets and new verticals;


▪	maintaining and expanding our technology infrastructure and operational support, including data center operations, to promote the security and availability of our software solutions, and support our growth;


▪	our general and administrative functions, including hiring additional finance, IT, human resources, legal and administrative personnel, to support our growth and assist us in achieving and maintaining compliance with public company reporting and compliance obligations; and


▪	the expansion of our existing facilities, including leasing and building out additional office space, to support our growth and strategic development.


▪	the aggregate cost, whether in cash or equity securities, to acquire the business;


ITEM 1.	BUSINESS


▪	Simpler Is Better


▪	Great, Innovative Products Are Key To A Great Business


▪	Great People Make A Great Company


▪	difficulties integrating the assets, technologies, personnel or operations of the acquired business in a cost-effective manner;


▪	difficulties and additional expenses associated with supporting legacy products and services of the acquired business;


▪	difficulties converting the customers of the acquired business to our software solutions and contract terms;


▪	diversion of management’s attention from our business to address acquisition and integration challenges, as well as post-acquisition disputes;


▪	adverse effects on our existing business relationships with customers and strategic partners as a result of the acquisition;


▪	cultural challenges associated with integrating employees from the acquired organization into our company;


▪	use of resources that are needed in other parts of our business;


▪	use of substantial portions of our available cash resources to consummate the acquisition or pay acquisition-related expenses; and


▪	unanticipated costs or liabilities associated with the acquisition.


▪	liability for customer costs related to disputed or fraudulent transactions if those costs exceed the amount of the customer reserves we have during the clearing period or after payments have been settled to our customers;


▪	electronic processing limits on the amounts that any single electronic payment services provider, or collectively all of our electronic payment services providers, will underwrite;


▪	our reliance on sponsoring clearing banks, card payment processors and other electronic payment providers to process electronic transactions;


▪	failure by us, our electronic payment services providers or our customers to adhere to applicable laws, regulations and standards that apply to the provision of electronic payment services;


▪	continually evolving laws and regulations governing money transmission and anti-money laundering, the application or interpretation of which is not clear in some jurisdictions;


▪	incidences of fraud, security breaches, errors, defects, failures, vulnerabilities or bugs in our electronic payment services business, or our failure to comply with required external audit standards; and


▪	our inability to increase our fees when our electronic payment services providers increase their transaction processing fees, or to increase our fees in a sufficient amount to maintain our existing margins.


▪	the cost and perceived value associated with cloud-based business management software relative to on-premise software applications and disparate point solutions;


▪	the ability of cloud-based solution providers to offer SMBs the functionality they need to operate and grow their businesses;


▪	the willingness of SMBs to transition from their existing software systems, or otherwise alter their existing businesses practices, to migrate their businesses to a vertical cloud-based business management software solution; and


▪	the unique functionality and ease of use of our software solutions and the extent to which our software solutions meet the business needs of our customers;