Item No. ___6a_attach 1 Exhibit D 
Date of Meeting _August 19, 2014 

EXHIBIT D 
TENANT IMPROVEMENTS WORK LETTER 

1.     The Tenant Work. Under the Lease, Tenant has agreed to accept the Premises in their
current condition without any obligations for the performance of additional improvements or
other work by Landlord. Notwithstanding the foregoing, Landlord has agreed that Tenant may
perform certain Tenant Improvements, but not limited to, demolition of existing
improvements, installation of new partition walls and new demising wall, electrical and HVAC,
carpet and paint and a new storefront. The Tenant Improvements shall be in accordance with
the provisions of this Work Agreement and, to the extent not inconsistent herewith, the
provisions of the Lease. Performance of the Tenant Improvements shall not serve to abate the
payment of Rent or otherwise extend the Rent Commencement Date under the Lease. 
2.     Cost of the Work. Except as provided hereinafter, Tenant shall pay all costs (the "Costs
of the Work") associated with the Tenant Improvements whatsoever, including without
limitation, all permits, inspection fees, fees of architects, engineers, and contractors, utility
connections, the cost of all labor and materials, bonds, insurance, and any structural or 
mechanical work, additional HVAC equipment or sprinkler heads, or modifications to any
building mechanical, electrical, plumbing or other systems and equipment or relocation of any
existing sprinkler heads, either within or outside the Premises required as a result of the layout,
design, or construction of the Tenant Improvements. 
3.     Review and Approval. 
3.1.   Preliminary Plan and Specifications. 
3.1.1.  Submission. No later than thirty (30) days after the mutual execution of
the Lease, Tenant shall submit two (2) sets of a "Preliminary Plan" (as described in Section 12
herein) to Landlord for approval. 
3.1.2.  Review.  Landlord shall, within ten (10) working days after receipt
thereof, either approve said Preliminary Plan, or disapprove the same advising Tenant of the
reasons for such disapproval. If necessary, Landlord shall also endeavor to obtain Landlord's
insurers approval of any sprinkler drawings. In the event Landlord disapproves said Preliminary
Plan, Tenant shall modify the same, taking into account the reasons given by Landlord for said
disapproval, and shall submit two sets of the revised Plan to Landlord within five (5) days after
receipt of Landlord's initial disapproval.

3.2.   Working Drawings and Engineering Report. 
3.2.1.  Submission. No later than sixty (60) days after mutual execution of this
lease, Tenant shall submit to Landlord for approval two (2) sets of "Working Drawings" (as
defined in Section 12 herein), and a report (the "Engineering Report") from Tenant's
mechanical, structural and electrical engineers indicating any special heating, cooling,
ventilation, electrical, heavy load or other special or unusual requirements of Tenant. 
3.2.2.  Review.  Landlord shall, within ten (10) working days after receipt
thereof, either approve the Working Drawings and Engineering Report, or disapprove the same
advising Tenant of the reasons for disapproval. If necessary, Landlord shall also endeavor to
obtain Landlord's insurers approval of any sprinkler drawings. If Landlord disapproves of the
Working Drawings or Engineering Report, Tenant shall modify and submit revised Working
Drawings, and a revised Engineering Report, taking into account the reasons given by Landlord
for disapproval, within five (5) days after receipt of Landlord's initial disapproval. 
3.3.   Change Orders.  No changes, modifications, alterations or additions to the
approved Preliminary Plan or Working Drawings may be made without the prior written
consent of Landlord after written request therefore by Tenant. In the event that the Premises
are not constructed in accordance with said approved Preliminary Plan and Working Drawings,
then Tenant shall not be permitted to occupy and/or conduct business from the Premises until
the Premises reasonably comply in all respects with said approved Preliminary Plan and
Working Drawings; in such case, the Rent shall nevertheless commence to accrue and be
playable as otherwise provided in the Lease. 
3.4.   Final Inspection. Landlord's acceptance of the Tenant Improvements as being
complete in accordance with the approved Preliminary Plan and Working Drawings shall be
subject to Landlord's inspection and written approval. Tenant shall give Landlord five (5) days
prior written notification of the anticipated completion date of the Tenant Improvements.
Landlord shall perform its inspection on or prior to such anticipated completion date and
provide its approval or reasonable disapproval to Tenant within five (5) days of the same. 
3.5.   Landlord's Approval. 
3.5.1.  Landlord shall not unreasonably withhold approval of any Preliminary
Plan, Working Drawings, Engineering Report, or Change Order submitted hereunder if they
provide for a customary layout, are compatible with the Building's shell and core construction,
and will not require any structural modifications to the Building, whether required by heavy
loads or otherwise. 
3.5.2.  Landlord's approval of Tenant's Preliminary Plans, Working Drawings,
Engineering Report or Change Order, and Landlord's recommendations or approvals concerning
contractors, subcontractors, engineers or architects (if any) shall not be deemed a warranty as

to the quality or adequacy of the Tenant Improvements, or the design thereof, or of its
compliance with Laws, codes and other legal requirements. 
4.     Compliance.  The Tenant Improvements shall  comply in all respects with the
following: (a) the Building Code of the City and State in which the Building is located and State,
County, City or other laws, codes, ordinances and regulations, as each may apply according to
the rulings of the controlling public official, agent or other such person, (b) applicable standards
of the National Board of Fire Underwriters and National Electrical Code, and (c) building
material manufacturer's specifications.  If necessary, the Tenant Improvements shall also
comply with the requirements of Landlord's insurer. 
5.     Architects, Engineers, and Contractors. 
5.1.   Qualified Professionals. The Preliminary Plan, Working Drawings, Engineering
Report and the Tenant Improvements, shall be prepared and performed by licensed, reputable
and qualified architects, engineers and contractors. 
5.2.   Insurance Requirements. 
5.2.1.  Professional Liability. All architects and engineers shall carry professional
liability insurance with limits not less than one million dollars per claim ($1,000,000). 
5.2.2.  Worker's Compensation. All contractors and subcontractors shall carry
Worker's Compensation Insurance covering all of their respective employees in the statutorily
required amounts. 
5.2.3.  General Liability. All contractors and subcontractors shall each separately
obtain and keep in force a policy of general liability insurance consistent with the requirements
of Section 13.1.1 of the Lease; provided, however, (i) the limit for such insurance shall be at
least three million dollars ($3,000,000) notwithstanding any other amount set forth in the
Lease, and (ii) the policies therefore shall cover both Landlord and Tenant, as additional
insureds. Evidence of such insurance shall be delivered to Landlord before the construction is
commenced or contractor's equipment is moved onto the building. 

6.     Performance. 
6.1.   The Tenant Improvements shall be commenced promptly following the
Possession Date, and shall thereafter be diligently prosecuted to completion, subject only to
delays for reasons beyond Tenant's control (except financial matters).  All Tenant
Improvements shall conform with the Working Drawings approved by Landlord in writing, and
Landlord may periodically inspect the Tenant Improvements for such compliance. The Tenant
Improvements shall be coordinated under Landlord's direction with other work being done or
to be performed for or by other tenants in the building so that the Tenant Improvements will

not interfere with or delay the completion of any other construction work in the building. The
cost to Landlord of its oversight of Tenant's performance of the Tenant Improvements shall be
at Landlord's sole cost and expense, provided Landlord shall be entitled to reimbursement for
any such costs actually paid to a third party, up to an amount of $3,000.00. Landlord shall
provide substantiation of any such costs to Tenant upon request. Such reimbursement costs
may be paid from the Tenant Improvement Allowance. 
6.2.   Tenant shall perform the Tenant Improvements in a thoroughly safe, first-class
and workmanlike manner in conformity with the approved Preliminary Plan and Working
Drawings, and shall be in good and usable condition at the date of completion. 
6.3.   Tenant shall be required to obtain and pay for all necessary permits and/or fees
with respect to the Tenant Improvements, copies of which shall be provided to Landlord prior
to commencement of the Tenant Improvements. 
6.4.   Each contractor and subcontractor shall be required to obtain prior written
approval from Landlord for any space outside the Premises within the building, which such
contractor or subcontractor desires to use for storage, handling, and moving of his materials
and equipment, as well as for the location of any facilities or personnel. Nothing in the
paragraph shall, however, give rise to any obligation on Landlord to provide such space. 
6.5.   The contractors and subcontractors shall be required to remove from the
Premises and dispose of, at least once a week and more frequently as Landlord may direct, all
debris and rubbish caused by or resulting from the construction. Upon completion of the
Tenant Improvements, the contractors and subcontractors shall remove all surplus materials,
debris and rubbish of whatever kind remaining within the building which has been brought in or
created by the contractors and subcontractors in the performance of the Tenant
Improvements. If any contractor or subcontractor shall neglect, refuse or fail to remove any
such debris, rubbish, surplus material or temporary structures within two (2) days after notice
to Tenant from Landlord with respect thereto, Landlord may cause the same to be removed by
contract or otherwise as Landlord may determine expedient, and charge the cost thereof to
Tenant as additional Rent under the Lease. 
6.6.   Tenant shall obtain utility service, including meter, from the utility company
supplying service, unless Landlord elects to supply service and/or meters. Tenant shall obtain
and furnish Landlord copies of all approvals with respect to electrical, water and telephone
work as may be required by the respective company supplying the service. 
6.7.   Tenant shall, at its cost and expense construct, purchase, install and perform any
and all work included within the Tenant Improvements so as to obtain any governmentally
required certificate of occupancy and to occupy the Premises as soon as possible. 
6.8.   Copies of "as built" drawings shall be provided to Landlord no later than thirty
(30) days after completion of the Tenant Improvements.

6.9.   Landlord shall not be responsible for any disturbance or deficiency created in the
air conditioning or other mechanical, electrical or structural facilities within the building or
Premises as a result of the Tenant Improvements. If such disturbances or deficiencies result,
Tenant shall correct the same and restore the services to Landlord's reasonable satisfaction,
within a reasonable time. Tenant shall use Landlord's approved HVAC Service provider for any
and all installations and adjustments required to the Premises in the course of the Tenant
Improvements.  Tenant's mechanical system (heating, ventilating, and air conditioning) shall
tie into the central EMCS (emergency management control system) and the type of keys to such
system shall match those specified in the Building plans. 
6.10.  If performance of the Tenant Improvements shall require that additional services
or facilities (e.g., common area cleaning services) be provided, Tenant shall pay Landlord's
reasonable charges therefore. 
6.11.  Tenant's contractors shall comply with the rules of the building and Landlord's
requirements respecting allowable construction hours and manner of handling materials,
equipment and debris. Construction activities, delivery of materials, equipment and removal of
debris must be arranged to avoid any inconvenience or annoyance to other occupants. The
Tenant Improvements and all cleaning in the Premises must be controlled to prevent dirt, dust
or other matter from infiltrating into adjacent Tenant or mechanical areas. 
6.12.  Landlord may impose reasonable additional requirements from time to time in
order to ensure that the Tenant Improvements, and the construction thereof does not disturb
or interfere with any other Tenants of the building, or their visitors, contractors or agents, nor
interfere with the efficient, safe and secure operation of the building. Tenant's Contractor shall
obtain a copy of, and comply at all times with, the then current contractor's rules and
regulations for the Building. 
7.     Liens. Tenant shall keep the Premises, the building and surrounding areas free from any
mechanic's, materialman's or similar liens or other such encumbrances in connection with the
Tenant Improvements, and shall indemnify and hold Landlord harmless from an against any
claims, liabilities, judgments, or costs (including attorneys' fees) arising in connection
therewith. Tenant shall remove any such lien or encumbrance by bond or otherwise within
thirty (30) days after written notice by Landlord, and if Tenant shall fail to do so, Landlord may
pay the amount necessary to remove such lien or encumbrance , without being responsible for
investigating the validity thereof. The amount paid shall be deemed additional rent under the
Lease payable upon demand, without limitation as to other remedies available to Landlord
under the Lease. Nothing contained herein shall authorize Tenant to do any act which shall
subject Landlord's title to the building or Premises to any liens or encumbrances whether
claimed by operation of law or express or implied contract. Any claim to a lien or encumbrance
upon the building or Premises arising in connection with the Tenant Improvements shall be null
and void, or at Landlord's option shall attach only against Tenant's interest in the Premises and
shall in all respects be subordinate to Landlord's title to the building and Premises.

8.     Certain Definitions. As used in this Work Agreement, the following terms shall have the
meanings provided in this Section. 
8.1.   Preliminary Plan. "Preliminary Plan" shall mean and refer to a plan, drawn to
scale, showing: (1) demising walls, corridor doors, interior partition walls and interior doors (if
any), (2) any restrooms, kitchens, computer rooms, file rooms and other special purpose rooms,
and any sinks or other pluming facilities, or other special facilities or equipment, (3) all utility
connections, (4) any communications system, indicating telephone and computer outlet
location, (5) and other Lines (as defined in the Lease), and (6) any other details or features
required to reasonably delineate the Work to be performed. 
8.2.   Working Drawings. "Working Drawings" shall mean and refer to fully
dimensioned architectural construction drawings and specifications, and any required
engineering drawings (including mechanical, electrical, plumbing, air-conditioning, ventilation
and heating), and shall include any applicable items described above for the Preliminary Plan,
and if applicable: (1) electrical outlet locations, circuits and anticipated usage therefore, (2)
reflected ceiling plan, including lighting, switching, and any special ceiling specifications, (3)
duct locations for heating, ventilating and air-conditioning equipment, (4) dimensions of all
equipment and cabinets to be built in, (5) location of all Lines (as defined in the Lease), (6)
location of any equipment or systems (with brand names wherever possible) which require
special consideration relative to air-conditioning, ventilation, electrical, plumbing, structural,
fire protection, life-fire-safety system, or mechanical systems, (7) weight and location of heavy
equipment, and anticipated loads for special usage rooms, and (8) any other details or features
required to completely delineate the Work to be performed. 
9.     Incorporation into Lease; Defaults. 
9.1.   Incorporation. The Parties agree that the provisions of this Work Agreement are
hereby incorporated by this reference into the Lease fully as though set forth therein. In the
event of any express inconsistencies between the Lease and this Work Agreement, the latter
shall govern and control. 
9.2.   Defaults. If Tenant shall default under this Work Agreement, Landlord may order
that all Tenant Improvements being performed in the Premises be stopped immediately, and
that no further deliveries to the Premises be made, until such default is cured, without
limitation as to Landlord's other remedies. Any amounts payable by Tenant to Landlord
hereunder shall be paid as additional rent under the Lease. Any default by the other party
hereunder shall constitute a default under the Lease and shall be subject to the remedies and
other provisions applicable thereto under the Lease. If Tenant shall default under the Lease or
this Work Agreement and fail to cure the same within the time permitted for cure under the
Lease, at Landlord's option, all amounts paid or incurred by Landlord towards the Improvement
Allowance shall become immediately due and payable as additional Rent under the Lease.

10.   Tenant Reimbursement. Landlord shall contribute a Tenant Improvement Allowance of
THIRTY DOLLARS PER RENTABLE SQUARE FOOT for an amount up to THREE HUNDRED FORTY
ONE THOUSAND SIX HUNDRED FORTY AND NO/100 DOLLARS ($341,640.00) towards Tenant's
hard and soft costs and expenses incurred by Tenant in designing, permitting, and constructing
the Tenant Improvements, as well as a separate architectural allowance for a test fit for the
Premises to be performed by Tenant in an amount up to ONE THOUSAND SEVEN HUNDRED
SEVEN AND 20/100 DOLLARS ($1,707.20) (collectively, the "Tenant Improvement Allowance").
Landlord shall reimburse Tenant within ten (10) business days after Tenant has submitted to
Landlord: (i) an invoice for the Tenant Improvement Allowance, (ii) the required "as-built"
drawings, including mechanical, plumbing and electrical details, and (iii) a certificate from
Tenant's architect or contractor setting forth the description of the work performed, materials
furnished, and costs thereof incurred by or on behalf of Tenant. Tenant must request
reimbursement within ninety  (90) days of the substantial completion of the Tenant
Improvements provided by the Tenant; provided, that Tenant shall be granted such additional
time as may be reasonably necessary to allow Tenant to obtain third party documentation and
information required to complete Tenant's reimbursement submission to Landlord. Landlord's
obligation to pay the Tenant Improvement Allowance is expressly conditioned upon the
Tenant's timely request for such Tenant Improvement Allowance and submission of all
documentation required to make such request for the Tenant Improvement Allowance. Any
unused/unclaimed portion of the Tenant Improvement Allowance shall be forfeited and not
otherwise payable to Tenant.