Exhibit 10.2


 





THIRD
AMENDMENT TO PACIFIC CORPORATE CENTER LEASES


 


(Buildings
1, 2 and 3)


 


This Third Amendment
to Pacific Corporate Center Leases (this “Amendment”) is executed as of December 19, 2016, between MOHR
PCC, LP, a Texas limited partnership (“Landlord”), and FORM FACTOR, INC., a Delaware corporation (“Tenant”),
for the purpose of amending the following: (a) a Pacific Corporate Center Lease between Landlord’s predecessor-in-interest
and Tenant dated May 3, 2001 (the “Original Building 1 Lease”), as amended by a First Amendment to Building
1 Lease dated January 31, 2003 (the “Building 1 First Amendment”), and a Second Amendment to Building
1, 2, and 3 Leases (the “Second Amendment; as so amended, the “Building 1 Lease”);
(b) a Pacific Corporate Center Lease between Landlord’s predecessor-in-interest and Tenant dated May 3, 2001 (the “Original
Building 2 Lease”), as amended by a First Amendment to Building 2 Lease dated January 31, 2003 (the “Building
2 First Amendment”), and the Second Amendment (as so amended, the “Building 2 Lease”);
and (c) a Pacific Corporate Center Lease between Landlord’s predecessor-in-interest and Tenant dated May 3, 2001 (the “Original
Building 3 Lease”), as amended by a First Amendment to Building 3 Lease dated January 31, 2003 (the “Building
3 First Amendment”), and the Second Amendment (as so amended, the “Building 3 Lease”).
Capitalized terms used herein but not defined shall be given the meanings assigned to them in the Lease.


 


RECITALS:


 


Pursuant to the terms
of the Lease, Tenant is currently leasing the following: (a) pursuant to the Building 1 Lease, Building 1 of the Pacific Corporate
Center, consisting of approximately 44,748 square feet of gross leasable area, having an address of 7005 South Front Road, Livermore,
California (the “Building 1 Premises”); (b) pursuant to the Building 2 Lease, Building 2 of the Pacific
Corporate Center, consisting of approximately 36,059 square feet of gross leasable area, having an address of 7401 Longard Road,
Livermore, California (the “Building 2 Premises”); and (c) pursuant to the Building 3 Lease, Building
3 of the Pacific Corporate Center, consisting of approximately 38,087 square feet of gross leasable area, having an address of
501 Lawrence Drive, Livermore, California (the “Building 3 Premises”). Tenant desires to extend the Term
of the Building 1 Lease, the Building 2 Lease, and the Building 3 Lease to expire on December 31, 2027, and Landlord has agreed
to such extension on the terms and conditions contained herein.


 


AGREEMENTS:


 


For valuable consideration,
whose receipt and sufficiency are acknowledged, Landlord and Tenant agree as follows:


 


1.       Extension
of Term. The Term for the Building 1 Lease, the Building 2 Lease, and the Building 3 Lease is hereby extended such that
they expire co-terminously at 5:00 p.m., Livermore, California time, on December 31, 2027, on the terms and conditions of the Lease,
as modified hereby. Tenant shall continue to have rights to extend the Term in accordance with the terms of Section A-2.1 of the
Addendum to Lease attached to the Original Building 1 Lease, the Original Building 2 Lease, and the Original Building 3 Lease and
Section 5 of the Second


 




    
	Third Amendment to Pacific Corporate Center Lease	Page 1




     


    

Amendment which shall
continue unmodified.


 


2.       Base
Rent.


 


a.       Beginning
January 1, 2017, the monthly Base Rent for the Building 1 Premises shall be the following amounts for the following periods of
time:


 


	Time Period	Monthly Base Rent Rate Per Square Foot	Monthly Installments of Base Rent
	1/1/17 – 12/31/17	$1.02	$45,642.96
	1/1/18 – 12/31/18	$1.05	$47,012.25
	1/1/19 – 12/31/19	$1.08	$48,422.62
	1/1/20 – 12/31/20	$1.11	$49,875.29
	1/1/21 – 12/31/21	$1.15	$51,371.55
	1/1/22 – 12/31/22	$1.18	$52,912.70
	1/1/23 – 12/31/23	$1.22	$54,500.08
	1/1/24 – 12/31/24	$1.25	$56,135.08
	1/1/25 – 12/31/25	$1.29	$57,819.14
	1/1/26 – 12/31/26	$1.33	$59,553.71
	1/1/27 – 12/31/27	$1.37	$61,340.32




    
	Third Amendment to Pacific Corporate Center Lease	Page 2




     


    

b.       Beginning
January 1, 2017, the monthly Base Rent for the Building 2 Premises shall be the following amounts for the following periods of
time:


 


	Time Period	Monthly Base Rent Rate Per Square Foot	Monthly Installments of Base Rent
	1/1/17 – 12/31/17	$1.02	$36,780.18
	1/1/18 – 12/31/18	$1.05	$37,883.59
	1/1/19 – 12/31/19	$1.08	$39,020.09
	1/1/20 – 12/31/20	$1.11	$40,190.70
	1/1/21 – 12/31/21	$1.15	$41,396.42
	1/1/22 – 12/31/22	$1.18	$42,638.31
	1/1/23 – 12/31/23	$1.22	$43,917.46
	1/1/24 – 12/31/24	$1.25	$45,234.98
	1/1/25 – 12/31/25	$1.29	$46,592.03
	1/1/26 – 12/31/26	$1.33	$47,989.79
	1/1/27 – 12/31/27	$1.37	$49,429.49




    
	Third Amendment to Pacific Corporate Center Lease	Page 3




     


    

c.       Beginning
January 1, 2017, the monthly Base Rent for the Building 3 Premises shall be the following amounts for the following periods of
time:


 


	Time Period	Monthly Base Rent Rate Per Square Foot	Monthly Installments of Base Rent
	1/1/17 – 12/31/17	$1.02	$38,848.74
	1/1/18 – 12/31/18	$1.05	$40,014.20
	1/1/19 – 12/31/19	$1.08	$41,214.63
	1/1/20 – 12/31/20	$1.11	$42,451.07
	1/1/21 – 12/31/21	$1.15	$43,724.60
	1/1/22 – 12/31/22	$1.18	$45,036.34
	1/1/23 – 12/31/23	$1.22	$46,387.43
	1/1/24 – 12/31/24	$1.25	$47,779.05
	1/1/25 – 12/31/25	$1.29	$49,212.42
	1/1/26 – 12/31/26	$1.33	$50,688.79
	1/1/27 – 12/31/27	$1.37	$52,209.46


 


3.       Condition
of Premises. Tenant hereby accepts the Building 1 Premises, the Building 2 Premises, and the Building 3 Premises in their
“AS-IS” condition, and Landlord shall have no obligation for any construction or finish-out allowance
or providing to Tenant any other tenant inducement.


 




    
	Third Amendment to Pacific Corporate Center Lease	Page 4




     


    

4.       Right
of First Notice. Section A-32.24 of the Addendum to Lease attached to the Original Building 1 Lease, the Original Building
2 Lease, and the Original Building 3 Lease are deleted.


 


5.       Building
Sale Notice Rights. Section A-32.25 of the Addendum to Lease attached to the Original Building 1 Lease, the Original Building
2 Lease, and the Original Building 3 Lease are deleted.


 


6.       Termination
Option. Provided that no Event of Default shall exist under the Building 1 Lease or the Building 2 Lease (collectively,
the "Terminable Leases") or would exist but for the pendency of any cure period provided for in Section
25.1 of either of the Terminable Leases, either on the date Tenant delivers its Termination Notice (as hereinafter defined) or
on the Termination Date (as hereinafter defined), Tenant shall have the right to terminate the Terminable Leases with respect to
the entire Building 1 Premises and the entire Building 2 Premises as of (i) December 31, 2024, (ii) December 31, 2025, or (iii)
December 31, 2026 (the "Termination Date"), by giving Landlord at least twelve (12) months' prior
written notice (the "Termination Notice") accompanied by a payment of a termination fee (the "Termination
Fee") to Landlord as follows: (1) if Tenant terminates pursuant to (i) above, $1,161,808.00; (2) if Tenant terminates
pursuant to (ii) above, $261,976.00; and (3) if Tenant terminates pursuant to (iii) above, no Termination Fee shall be payable.
Tenant's failure to pay such Termination Fee simultaneously with Tenant's delivery of its Termination Notice shall render void
the termination of the Terminable Leases and the Terminable Leases shall continue in full force and effect. Tenant shall pay all
Rent due to and through the Termination Date specified and shall surrender the Building 1 Premises and the Building 2 Premises
to Landlord on or before the Termination Date in the manner and in the condition provided for in the Terminable Leases, as applicable.
Tenant shall permit Landlord or its agents, with reasonable advance notice, to enter the Building 1 Premises and the Building 2
Premises, without charge therefore to Landlord and without diminution of Rent, to exhibit the same to prospective tenants during
such twelve (12) month period. The Termination Fee shall not be deemed to be Rent payable under the terms of the Terminable Leases,
but rather shall be deemed liquidated damages payable by Tenant to Landlord in consideration of Landlord’s agreement to terminate
the Terminable Leases as herein provided.


 


7.       Letters
of Credit. Paragraph 1(c) and Article 5 of each of the Building 1 Lease, the Building 2 Lease, and the Building 3 Lease
are hereby deleted in their entirety.


 


8.       Holding
Over. Article 27 of each of the Building 1 Lease, the Building 2 Lease, and the Building 3 Lease is hereby amended such
that (i) the Base Rent payable to Landlord by Tenant during any holdover tenancy shall be 125% of the Base Rent which is payable
immediately preceding the date of expiration of the applicable Lease and (ii) the second paragraph of Article 27 is deleted in
its entirety and replaced with the following.


 


“If Tenant
shall holdover and fail to surrender the Premises within thirty (30) days following the termination of this Lease without Landlord’s
consent, in addition to any other liabilities to Landlord arising therefrom, Tenant shall and does hereby agree to indemnify and
hold Landlord harmless from loss or liability resulting from such failure including, but not limited to, claims made by any succeeding
tenant founded on such


 




    
	Third Amendment to Pacific Corporate Center Lease	Page 5




     


    

failure.”


 


9.       Limitation
of Liability. In addition to any other limitations of Landlord’s liability as contained in the Lease, as amended
to date, the liability of Landlord (and its partners, shareholders or members) to Tenant (or any person or entity claiming by,
through or under Tenant) for any default by Landlord under the terms of the Lease or any matter relating to or arising out of the
occupancy or use of the respective Premises and/or other areas of the respective Building shall be limited to Tenant’s actual
direct, but not consequential, damages therefor and shall be recoverable only from the interest of Landlord in the respective Building,
and Landlord (and its partners, shareholders or members) shall not be personally liable for any deficiency.


 


10.       Operating
and Maintenance Costs. Notwithstanding anything to the contrary contained in the Building 1 Lease, the Building 2 Lease,
and the Building 3 Lease, as amended hereby, operating and maintenance costs shall not include capital expenses except to the extent
such items (i) are reasonably anticipated to reduce or limit increases in operating and maintenance costs or (ii) are required
to comply with laws first enacted after the date of this Amendment.


 


11.       Assignment
& Sublease. Section 20.6 is hereby deleted in its entirety and replaced with the following.


 


“In the
event of an assignment or subletting which requires Landlord’s consent pursuant to this Article 20, Tenant shall assign to
Landlord 25% of any and all considerations paid to Tenant directly or indirectly for the assignment by Tenant of its leasehold
interest, and 25% of any and all subrentals payable by sublesees to Tenant which are in excess of the Rent payable by Tenant hereunder.
Tenant’s costs incurred in connection with the transfer, including brokerage fees, construction costs, free rent and marketing
costs, shall be deducted from excess proceeds on a pro rata basis monthly over the term of the sublease.”


 


12.       Notices.
All notices and other communications given pursuant to the Lease shall be in writing and shall be (a) mailed by first class,
United States mail, postage prepaid, certified, with return receipt requested, and addressed to the parties hereto at the address
listed below, (b) hand delivered to the intended addressee, or (c) sent by nationally recognized overnight courier. Notice
sent by certified mail, postage prepaid, shall be effective three business days after being deposited in the United States mail;
all other notices shall be effective upon delivery to the address of the addressee (even if such addressee refuses delivery thereof).
The parties hereto may change their addresses by giving notice thereof to the other in conformity with this provision. Landlord
and Tenant hereby agree not to conduct the transactions or communications contemplated by the Lease, as amended hereby, by electronic
means; nor shall the use of the phrase “in writing” or the word “written” be construed to include electronic
communications. The addresses for notice set forth below shall supersede and replace any addresses for notice set forth in the
Lease.


 




    
	Third Amendment to Pacific Corporate Center Lease	Page 6




     


    

	Landlord:	Mohr PCC, LP
	 	14643 Dallas Parkway, Suite 1000
	 	Dallas, Texas 75254
	 	Attention:  Rodrigo Godoi
	 	 
	with a copy to:	Munsch Hardt Kopf & Harr, P.C.
	 	500 N. Akard Street, Suite 3800
	 	Dallas, Texas  75201
	 	Attention:  Ian M. Fairchild
	 	 
	Tenant:	FormFactor, Inc.
	 	7005 Southfront Road
	 	Livermore, California 94551
	 	Attention:  Mike McAleavey


 


13.       Brokerage.
Tenant was represented in this transaction by CBRE, a licensed real estate broker. Landlord shall be responsible for the payment
for all brokerage commissions payable to CBRE in connection with this Amendment and that certain Second Amendment to Pacific Corporate
Center Lease between Landlord and Tenant of even date herewith, not to exceed $200,000 in the aggregate.  Tenant and Landlord
shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other
compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party other than CBRE.


 


14.       Prohibited
Persons and Transactions. Tenant represents and warrants to Landlord that Tenant is currently in compliance with and shall
at all times during the Term (including any extension thereof) remain in compliance with the regulations of the Office of Foreign
Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially
Designated Nationals and Blocked Persons List) and any statute, executive order (including the September 24, 2001, Executive
Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other
governmental action relating thereto.


 


15.       No
Invasive Testing. Tenant shall not undertake, nor shall Tenant permit its agents, contractors, or employees to undertake,
any invasive investigation, drilling or sampling of the soil or groundwater at the Center without the prior written consent of
Landlord, which consent shall be in Landlord's sole discretion.


 


16.       Ratification.
Tenant hereby ratifies and confirms its obligations under the Lease, and represents and warrants to Landlord that it has no defenses
thereto. Additionally, Tenant further confirms and ratifies that, as of the date hereof, (a) the Lease is and remains in good
standing and in full force and effect, (b) Tenant has no claims, counterclaims, set-offs or defenses against Landlord arising
out of the Lease or in any way relating thereto or arising out of any other transaction between Landlord and Tenant, and (c) except
as expressly provided for in this Amendment, all tenant finish-work allowances provided to Tenant under the Lease or otherwise,
if any, have been paid in full by Landlord to Tenant, and Landlord has no further obligations with respect thereto.


 




    
	Third Amendment to Pacific Corporate Center Lease	Page 7




     


    

17.       Binding
Effect; Governing Law. Except as modified hereby, the Lease shall remain in full effect and this Amendment shall be binding
upon Landlord and Tenant and their respective successors and assigns. If any inconsistency exists or arises between the terms of
the Lease and the terms of this Amendment, the terms of this Amendment shall prevail. This Amendment shall be governed by the laws
of the State of California.


 


18.       Condition
Precedent. It shall be a condition precedent to the effectiveness of this Amendment that Landlord purchase the Center on
or before December 31, 2016. If Landlord fails to obtain fee simple title to the Center by such date, this Amendment shall terminate
and be of no further force and effect.


 


19.       Counterparts.
This Amendment may be executed in multiple counterparts, each of which shall constitute an original, but all of which shall constitute
one document.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK.]


 




    
	Third Amendment to Pacific Corporate Center Lease	Page 8




     


    

Executed as of the
date first written above.


 







	LANDLORD:	MOHR PCC, LP,	 
	 	a Texas limited partnership	 
	 	 	 	 	 
	 	By:	Mohr PCC GP, LLC,	 
	 	 	a Delaware limited liability company,	 
	 	 	its general partner	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	/s/ Robert A. Mohr	 
	 	 	Name:	Robert A. Mohr	 
	 	 	Title:	Manager	 
	 	 	 	 	 
	TENANT:	FORMFACTOR, INC.,	 
	 	a Delaware corporation	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Michael M. Ludwig	 
	 	Name:	Michael M. Ludwig	 
	 	Title:	CFO	 


 


 


 






    
	Third Amendment to Pacific Corporate Center Lease	Page 9