Architects, Consultants and Contractors. Landlord and Tenant hereby acknowledge and agree that: # the general contractor and any subcontractors for the Tenant Improvements shall be selected by Landlord, subject to Tenant’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, and # MacFarlane Architects shall be the architect (the “Tl Architect”) for the Tenant Improvements.

Monthly Disbursements. From time to time, if Tenant desires disbursement of any portion of the Tenant Improvement Allowance, Tenant shall deliver to Landlord, on or before the fifteenth (15th) day of the month (and not more often than once per month) the following: # an Application and Certificate for Payment (AIA Document G702) (“Application for Payment”) signed by Tenant’s Architect, together with an updated schedule of values indicating the portion of the Tenant Improvement Work that has been completed and the portion that has not been completed as of the date of the request for payment; # an updated Budget setting forth in reasonable detail # a computation of the total costs of performing the Tenant Improvements incurred by Tenant during the prior month (including costs related to Plan Modifications) and # the cumulative Tenant Improvement costs incurred through the end of such month; # a calculation of the portion of the request for payment due Tenant’s Contractor that is Landlord’s Share (as defined below in this [Section 6.5.1]); # invoices from all of Tenant’s Agents for labor rendered and materials delivered to the Premises; # executed conditional mechanic’s lien releases from Tenant’s Contractor and Tenant’s Agents included in the Application for Payment, together with unconditional mechanic’s lien releases from Tenant’s Contractor and Tenant’s Agents with respect to payments made by Landlord pursuant to Tenant’s prior submission of an Application for Payment, which shall comply with the appropriate provisions of California Civil Code Sections 8132 and 8134; and # all other information reasonably requested by Landlord or Landlord’s lender to support the disbursement. Tenant’s request for payment shall constitute Tenant’s representation to Landlord that, without limiting any warranty or other similar claims that Tenant may have against Tenant’s Contractor or Tenant’s Agents, Tenant has accepted and approved for payment the work furnished and/or materials supplied as set forth in the Application for Payment, and that the amount requested constitutes payment for Permitted Allowance Items that have been incurred by Tenant or are currently owing to Tenant’s Contractor or Tenant’s Agents. Provided that the Lease is then in full force and effect and Tenant is not in default of any of its obligations under the Lease, including this Agreement, within forty-five (45) days after receipt of the foregoing, Landlord shall deliver a check to Tenant made payable to Tenant’s Contractor or as otherwise directed in writing by Tenant, in payment of the lesser of: # Landlord’s Share, if applicable, of the Permitted Allowance Items shown in the applicable Application for Payment, after first deducting any amounts payable pursuant to [Sections 2.2.7 and 6.3]3] above, and # the balance of any remaining available portion of the Tenant Improvement Allowance (excluding the Final Retention), provided that Landlord may withhold from such disbursement amounts attributable to work that Landlord reasonably determines does not comply with the Approved TI Construction Drawings, as amended by Plan Modifications approved by Landlord. “Landlord’s Share” shall be the proportion that the Tenant Improvement Allowance bears to the estimated total cost of the Tenant Improvements as reflected in the current Budget. For example, if the estimated total cost of the Tenant Improvements in the current Budget is if the estimated total cost of the Tenant Improvements changes during the course of construction due to changes in the scope of the work, increased costs of materials, delays, or any other reason, Landlord’s Share shall be appropriately adjusted to reflect the estimated total cost of the Tenant Improvement at the time of each draw request. Landlord’s payment of such amounts shall not be deemed Landlord’s approval

Commencement of Work. At least ten (10) days prior to the commencement of construction of the Tenant Improvements, or the delivery of any construction materials to the Premises, whichever is earlier, Tenant shall submit to Landlord a notice specifying the date Tenant will commence construction of the Tenant Improvements, the estimated date of completion of the Tenant Improvements, and the construction schedule for the Tenant Improvements provided by Tenant’s Contractor, setting forth the projected date of completion of such phase of the Tenant Improvements and showing critical time deadlines for construction milestones with respect to each major component or trade. In addition, prior to the commencement of construction of the Tenant Improvements, or the delivery of any construction materials to the Premises, whichever is earlier, Tenant shall submit to Landlord the following: # all Permits required to commence construction of the Tenant Improvements; # a copy of the executed contracts with Tenant’s Contractor and Major Subcontractors; # a detailed breakdown of the schedule of values, by trade, of the final costs that will be or have been incurred, in connection with the performance of the Tenant Improvement Work and that form the basis for the amount of the contracts (the “Final Costs”); and # certificates of all policies of insurance, or original certificates thereof executed by an authorized agent of the insurer or insurers, confirming to Landlord’s reasonable satisfaction compliance with the insurance requirements of this Agreement. Tenant shall be responsible for all costs associated with the Tenant Improvement Work, including the costs of the Permitted Allowance Items, to the extent the same exceed the aggregate amount that Landlord is required to disburse for such purpose pursuant to this Agreement.

Tenant Improvements: As defined in [Exhibit B].

Substantial Completion of the Base Building Improvements. Landlord shall use commercially reasonable efforts to cause the Base Building Improvements that are required to permit Tenant to enter the Premises for purposes of performing the Tenant Improvement Work to be Substantially Complete on or before July 1, 2016, subject to Force Majeure Events and Tenant Delays. Tenant shall have the right to reasonably monitor and confirm Landlord’s completion of such Base Building Improvements substantially in conformance with the Building Plans. Landlord will give Tenant at least five (5) Business Days’ prior written notice of the date on which such Base Building Improvements are anticipated to be Substantially Complete (the “Substantial Completion Date”). “Substantially Complete” or “Substantial Completion” shall mean that # the Base Building Improvements that are required to permit Tenant to enter the Premises for purposes of performing the Tenant Improvement have been completed in accordance with the Building Plans, the correction or completion of which items, collectively, will not substantially interfere with Tenant’s ability to commence the Tenant Improvement Work and # Tenant is legally permitted to enter the Premises for purposes of performing the Tenant Improvement Work. Landlord and Tenant shall then arrange a mutually convenient time, no later than ten (10) Business Days after the anticipated Substantial Completion Date specified in Landlord’s notice, for Tenant and/or Tenant’s Architect (as defined below) and Landlord and/or Landlord’s Architect to conduct a walk-through inspection of the Base Building Improvements.

Builder’s Risk. Tenant shall carry “Builder’s All Risk” insurance on a “special causes of loss” form in an amount equal to 100% of the replacement cost of the Tenant Improvements (as reasonably approved by Landlord) covering the construction of the Tenant Improvements. Such “Builder’s All Risk” insurance shall insure Landlord and Tenant, as their interests may appear, as well as Tenant’s Agents. Tenant’s Agents shall be responsible for insuring their equipment.

Architect: Landlord shall obtain bids for the design of the Tenant Improvements from Flad Architects and CAC and following such bids, shall engage one of such architects as the architect with respect to any Tenant Improvements, subject to Tenant’s approval, which Landlord is to cause to be constructed pursuant to this Tenant Work Letter.

Early Access. Landlord shall allow Tenant access to the Premises prior to the Term Commencement Date for purposes of commencing the construction of an agreed-upon scope of the Tenant Improvements at such time as Landlord determines in good faith that such access by Tenant and the commencement of the construction of such portion of the Tenant Improvements will not unreasonably interfere with or unreasonably delay Landlord’s Substantial Completion of the Base Building Improvements. Although ultimately the completion of the Base Building Improvements is to have priority over the commencement of the Tenant Improvements, it is the parties’ intentions to cooperate and coordinate in good faith such that completion of all of work is optimized. Prior to entering the Premises pursuant to this Paragraph 3.2, Tenant shall obtain from Landlord written authorization confirming the date of such entry and the scope of such Tenant Improvement Work to be performed. Tenant’s entry of the Premises and access to such floors shall not interfere with or delay Landlord’s Substantial Completion of the Base Building Improvements. Landlord’s authorization of Tenant’s access to the Premises pursuant to this Paragraph 3.2 shall not trigger the Term Commencement Date but shall be pursuant to all of the applicable terms, covenants and conditions of this Lease, including, without limitation, Tenant’s insurance obligations contained in Paragraph 8.2 below and Tenant’s indemnity obligations contained in Paragraph 8.5 below, but specifically excluding the obligation to pay Base Rent and Tenant’s Proportionate Share of Operating Expenses for any entry or possession before the Term Commencement Date.

EXHIBIT # -3- (e) Project Management. Unless and until revoked by Landlord by written notice delivered to Tenant, Landlord hereby # delegates to Project Manager the authority to exercise all approval rights, supervisory rights and other rights or powers of Landlord under this Tenant Work Letter with respect to the design and construction of the Tenant Improvements, and # requests that Tenant work with Project Manager with respect to any logistical or other coordination matters arising in the course of construction of the Tenant Improvements, including monitoring Tenant's compliance with its obligations under this Tenant Work Letter and under the Lease with respect to the design and construction of the Tenant Improvements. Tenant acknowledges the foregoing delegation and request, and agrees to cooperate reasonably with Project Manager as Landlord's representative pursuant to such delegation and request. Fees and charges of Project Manager for such services shall be at Tenant's sole expense, subject to Landlord's payment of the Tenant Improvement Allowance and, to the extent requested by Tenant, the Additional TI Allowance. Such fees shall be equal to 2.65% of all funds the Tenant Improvement Allowance or Additional Tenant Improvement Allowance used in connection with the construction of the Tenant Improvements, and 2% of any additional funds provided by Tenant for such construction.

Tenant Default. In addition to any other default of Tenant pursuant to the Lease, any of the following shall be deemed to be a material default of Tenant if such failure continues for more than thirty (30) days after written notice from Landlord; provided that if such failure cannot reasonably be cured within a thirty (30) day period, a default shall not be deemed to have occurred if Tenant promptly commences such cure within said period of thirty (30) days, and thereafter diligently pursues the same to completion: # Tenant’s failure to perform its material obligations under this Agreement; # Tenant’s failure to diligently prosecute the construction of the Tenant Improvements; # Tenant’s failure to pay Tenant’s Contractor or other parties involved in the construction of the Tenant Improvements in accordance with the Construction Contract (or other contract applicable to such party); # Tenant’s material default under the Construction Contract or any other contracts in connection with construction of the Tenant Improvements to which Tenant is a party which would allow the Contractor (or the other party to such contract) to either terminate the Construction Contract (or other contract) or cease work; or # the cessation of construction of the Tenant Improvements after commencement thereof for reasons other than Force Majeure Events.