a20200601thirdamendmentt






DocuSign Envelope ID: 70C12581-9BDC-48C7-8411-22A566171CCE                                                                             EXHIBIT 10.2                                                                                                                              THIRD AMENDMENT TO LEASE                                         (5408 NE 88th Avenue)                              THIS THIRD AMENDMENT TO LEASE ("Third Amendment"), dated and effective            June 1, 2020, is by and between DUTTON ASPEN LLC, an Oregon limited liability company            ("Landlord") and nLIGHT, INC. (formerly nLIGHT Photonics Corporation), a Delaware            corporation ("Tenant").                                                         RECITALS                              A.    Pursuant to an Amended and Restated Lease dated April 1, 2010 (the "Lease")            originally between Aspen North Park L.L.C. ("Aspen North") and Tenant, Aspen North leased to            Tenant and Tenant leased from Aspen North certain premises located at 5408 NE 88th Street,            Vancouver, Washington and more particularly described therein (the "Premises").                   B.    The Lease was amended by a First Amendment to Lease dated June 18, 2012 (the            "First Amendment"), and a Second Amendment to Lease dated August 1, 2016 (the "Second            Amendment"), whereby, among other matters (i) certain property was added to the Premises,            (ii) Tenant authorized the construction of additional parking spaces on the Premises, and (iii) the            Term was extended to March 31, 2022.  The Lease, the First Amendment, and the Second            Amendment are referred to herein collectively as the "Lease."                   C.    Pursuant to an Assignment of Lease dated June 25, 2012, Aspen North assigned            all of its interest under the Lease to Landlord.                   D.    Landlord and Tenant desire to amend the Lease on the terms and conditions set            forth below.  Except as noted herein, defined terms in this Third Amendment shall have the same            meaning given to such terms in the Lease.                              NOW, THEREFORE, Landlord and Tenant agree as follows:                              1.    Term (Section 3).  The Term of this Lease is hereby extended for fifteen years            (the "Second Extended Term").  The Second Extended Term will commence on June 1, 2020 and            will end on May 31, 2035.                   2.    Rent (Section 1.h).  Base Monthly Rent during the first year of the Second            Extended Term shall be $36,792.35.  Base Monthly Rent shall increase by 1.75% annually            during the Second Extended Term (i.e., on June 1, 2021, Base Monthly Rent shall increase to            $37,436.22), provided, however, in lieu of the foregoing fixed increases, Base Monthly Rent            shall be increased to "Market Rent" on June 1, 2026 and June 1, 2031.  Market Rent shall be            established in accordance with Sections 29(b) and 29(c) of the Lease (including, without            limitation, the provision that Base Monthly Rent as a result of such adjustment will not be less            than Base Monthly Rent during the prior Lease Year).  Following each Market Rent adjustment,            Base Monthly Rent shall continue to be increased annually as set forth above.                                                                       THIRD AMENDMENT TO LEASE                                                                                     PAGE 1 





 






DocuSign Envelope ID: 70C12581-9BDC-48C7-8411-22A566171CCE                   3.    Renewal Option (Section 29).  Tenant shall have the right to extend the Term of            the Lease for one additional five (5) year period on the terms and conditions set forth in            Section 29 of the Lease.  Section 29(a) is hereby amended to reduce the notice period for the            exercise of the option to one hundred eighty (180) days and Section 29(c) is hereby amended to            provide that, once established, Base Monthly Rent during the Renewal Period will increase            annually by 1.75% during the Renewal Term.                   4.    Early Termination.  Tenant shall have, in its sole discretion, a one-time right to            terminate the Lease effective on May 31, 2030 (the "Early Termination Date").  Such right shall            be exercised, if at all, by written notice to Landlord given no later than the date which is            180 days prior to the Early Termination Date.                   5.    Reserves (Section 4.d).  Landlord and Tenant acknowledge and agree that, as of            the Effective Date, the reserve account should be in the amount of $264,276, which Landlord            will, in accordance with Section 4(d) of the Lease, utilize to replace the asphalt surface of the            parking lot, seal coat the parking lot, replace the roof and paint the exterior of the Premises.             Landlord is authorized to continue to collect reserves to fund future repairs as provided in            Section 4(d) of the Lease, which reserve contribution may be adjusted from time to time based            on the anticipated cost of future repairs or replacements.                   6.    Alterations (Section 13).  The fifth sentence of this section is hereby amended to            read as follows:                   All alterations other than Tenant's trade fixtures, and any equipment and personal                  property, shall be a part of the Premises and shall remain on and be surrendered                  with the Premises upon expiration or termination of this Lease, except for those                  which Landlord elects shall be removed by written notice given during the Lease                  Term; provided, however, Landlord and Tenant hereby agree that (i) Landlord                  accepts and will not require Tenant to remove at expiration or termination of this                  Lease, the approximately 12,000 square feet of additional office space added by                  Tenant or the non-specialty wiring, or plumbing now or hereafter installed by                  Tenant in accordance with the provisions of this Lease; (ii) tenant shall have no                  obligation to remove walls or other structures in place at the time Tenant took                  occupancy to build out its own tenant improvements, and (iii) without limiting                  Tenant's rights and  obligations under this Section 13 or Section 25 below, Tenant                  will be required to remove at expiration or termination of this Lease, (x) the                  improvements it created for the clean  room and all associated wiring, plumbing,                  and ductwork (including the ductwork in the ceiling and on the roof), and (y) the                  outdoor tank farm (the "Required Removables").                                    7.    Surrender (Section 25).  The second sentence of this section is hereby amended            to read as follows:                   Notwithstanding the foregoing, unless the parties otherwise mutually agree,                  Tenant shall remove (i) the Required Removables described in Section 13 above,                  and (ii) all trade fixtures, equipment, and personal property including, without                  limitation, all wallpaper, paneling, and other decorative improvements and                                                                       THIRD AMENDMENT TO LEASE                                                                                     PAGE 2 





 






DocuSign Envelope ID: 70C12581-9BDC-48C7-8411-22A566171CCE                   fixtures and shall perform all restoration made necessary by the removal of any                  alterations or Tenant's personal property before the expiration of the Term,                  including for example, restoring the wall surfaces to their condition prior to the                  Commencement of this Lease, ordinary wear and tear excepted (the "Surrender                  Obligations").                                    8.    Letter of Credit.  In order to secure Tenant's Surrender Obligations, Tenant shall            provide Landlord a Letter of Credit in the form and substance required by Section 6(b) of the            Lease, except that the Letter of Credit shall be in the amount of $250,000, and will expire on the            date which is ninety (90) days following the expiration of the Term of the Lease (including any            Renewal Terms).                   9.    Brokers.  Tenant represents and warrants that it has not dealt with any real estate            broker(s) in connection with this Third Amendment and will indemnify Landlord from any            claims with respect thereto.                   10.   Full Force and Effect.  Except as amended by the First Amendment, the Second            Amendment, and this Third Amendment, the Lease is in full force and effect.             LANDLORD:                              DUTTON ASPEN LLC                                                                                                                                                         By:                                                                                           B. Daniel Dutton, Manager                                                                                                                  TENANT:                                nLIGHT, INC.                                                                                                                                                         By:                                                                                           Ran Bareket, Chief Financial Officer                                                                                                                                                              THIRD AMENDMENT TO LEASE                                                                                     PAGE 3