#​ Improvements. As a general principle of this Work Letter, the Architect shall meet and confer on a regular basis with ​ in the course of the Architect’s preparation of each phase of the plans and specifications for the ​ Improvements in order for ​ to confirm, to its reasonable satisfaction, without any obligation on ​, that the ​ Improvements shall be adequate and sufficient for ​’s use of the Premises. ​ shall cause the Architect to prepare and deliver to ​ a PDF copy and two (2) hardcopies of drawings and specifications, based upon the approved Final Space Plan and Programming Information, showing the intended design character and finishes, including materials, of the major elements of the ​ Improvements (the “TI Schematics” and together with the Base Building Schematics, the “Schematics”), including the following documents: # scaled floor plan(s) showing all proposed partitions, doors and large fixtures; # reflected ceiling plan(s), including a lighting plan; and # architectural sections, and structural, plumbing and mechanical drawings. ​ shall review and approve the TI Schematics in accordance with [Section 2.7]. ​ shall use commercially reasonable efforts to cause the Architect to deliver to ​ the TI Schematics on or before the date set forth in the Progress Schedule for ​'s delivery of the TI Schematics. Upon approval of the TI Schematics in accordance with [Section 2.7], ​ shall provide ​ with ​’s detailed estimate (the “SD TI Cost Proposal”) of the cost of all items to be deducted from the ​ Improvement Allowance and to be incurred by ​ in connection with the performance of the ​ Improvements pursuant to the TI Schematics. ​ shall provide ​ with notice reasonably approving

or disapproving the SD TI Cost Proposal within five (5) business days following ​’s delivery of the SD TI Cost Proposal to ​. In the event that ​ shall disapprove of the SD TI Cost Proposal, ​ and ​ shall, expeditiously and in good faith, work with Architect and the Design-Assist Consultants to value-engineer and modify the TI Schematics and agree upon a mutually acceptable revised SD TI Cost Proposal.

You agree not to # use or disclose to any third party, either directly or indirectly, Confidential Information at any time, except as required in your work for TI or with the prior written consent of TI, or # during the Non-solicitation Period (as defined in Section 9), either directly or indirectly solicit or recruit for your own benefit or for any other person or entity any TI employee to be an employee, director, officer, agent, consultant, partner or independent contractor without the prior written consent of TI, or # during the Non-solicitation Period, either directly or indirectly solicit for your own benefit or for any other person or entity any TI customer to which you marketed or sold TI products during the last 2 years of your employment with TI, without the prior written consent of TI. Without intending to limit the remedies available to TI, you acknowledge that damages at law will be an insufficient remedy to TI if you violate the terms of this Section 6(c) and agree that TI may apply for and have injunctive relief in any court of competent jurisdiction specifically to enforce the terms of this paragraph upon the breach or threatened breach of any such terms or otherwise specifically to enforce such terms.

Account”), then ​ and ​ shall enter into an agreement with ​’s lender, in a form acceptable to each of ​ and ​ in its reasonable discretion, requiring the deposit of the ​’s Contribution into the TI Account and governing the disbursements of such deposited funds (such agreement, the “TI Deposit Agreement”). ​ shall use commercially reasonable efforts to deliver a draft TI Deposit Agreement as soon as practical after identifying a construction lender. If ​, ​ and ​’s lender cannot agree on a form of TI Deposit Agreement, provided that ​ has acted reasonably, ​ shall not be obligated to enter into the TI Deposit Agreement or deposit ​’s Contribution in a TI Account. Provided that the parties agree on a form of TI Deposit Agreement, then promptly following the establishment of the TI Account and the parties’ execution of the TI Deposit Agreement, ​ shall deposit in the TI Account an amount equal to the then-current estimate of the amount of the ​’s Contribution (such amount deposited along with any additional funds deposited in the TI Account, the “​’s Contribution Deposit”). In the event of any Changes in the ​ Improvements or any increases in ​ Improvement Costs resulting from ​ Delays, ​ shall deposit into the TI Account such increased costs. The ​’s Contribution Deposit shall be disbursed according to the procedures set forth in the TI Deposit Agreement. Notwithstanding the foregoing, at ​’s election but subject to ​, ​, and ​’s construction lender reaching agreement on the applicable terms, ​ may elect to provide a letter of credit for the ​’s Contribution instead of establishing the TI Account and entering into the TI Deposit Agreement and, if ​ makes such election, the terms of such letter of credit shall be determined by ​, ​, and ​’s construction lender.

You recognize and acknowledge that in the course of your employment with TI, you have obtained private or confidential information and proprietary data relating to TI, including but not limited to TI’s trade secrets (hereinafter "Confidential Information"). TI agrees that it will continue to provide you with access to its Confidential Information to the extent necessary for you to carry out the duties of your employment with TI.

Modifications to Approved TI Construction Drawings. No material changes or modifications to the Approved TI Construction Drawings shall be made without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Landlord shall have five (5) Business Days to review and notify Tenant of Landlord’s approval or disapproval of such proposed changes or modifications. Landlord will not unreasonably withhold its approval of # any request by Tenant to amend or change the Approved TI Construction Drawings, or # any change or amendment to the Approved TI Construction Drawings that may be necessary to obtain any Permits or which may be required by city officials or inspectors to comply with code rulings or interpretations (any of the foregoing, a “Plan Modification”). Without limiting the generality of the foregoing, however, Tenant acknowledges that it shall not be unreasonable for Landlord to withhold consent to any Plan Modification if any one of the circumstances listed in [clauses (a) through (c) of Section 2.2.1] of this Agreement apply. If Landlord disapproves of any Plan Modification, Landlord shall return the same to Tenant with a statement of Landlord’s reasons for disapproval, or specifying any required corrections. This procedure shall be repeated until Landlord approves the Plan Modification.

Confidential Information, Non-solicitation and Competition. See Section 6 for the effect of disclosure of confidential information, solicitation of TI employees or customers, or competition with TI.

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.

TI Account....................................................................................................................... Exhibit B

TI Schematics.................................................................................................................. Exhibit B