EXHIBIT
10.2


THIRD
AMENDMENT TO LEASE


This
THIRD AMENDMENT TO LEASE (this “ Agreement”) is made as of the 11th day of August, 2006, by
and between AMBERGLEN ASSOCIATES LLC, a Delaware limited liability company (“Landlord”),
and CASCADE MICROTECH, INC., an Oregon corporation (“Tenant”).


Recitals.



A.            Tenant occupies certain premises in
the AmberGlen Business Center located at 2430 N. W. 206th Avenue, first and
second floors, under a Lease Agreement dated August 20, 1997, between
Amberjack, LTD. (“ Amberjack”), predecessor in interest to Landlord, and
Tenant, as amended by that certain Amendment No.1 to Lease dated February 23,
1998, between Amberjack and Tenant, and by that certain Amendment No.2 to Lease
dated April 12, 1999, between Amberjack and Tenant (as amended, the “Lease”).
Terms with initial capitals used in this Agreement, unless otherwise defined
herein, shall have the meanings given them in the Lease.


B.            Landlord currently holds Two Hundred
Thousand and no/l00 Dollars ($200,000.00) as a security deposit (the “Existing
Security Deposit”) in connection with the Lease and that certain Office/Flex
Lease dated August 20, 1997, between Amberjack and Tenant for Suite 200 at 2345
NW Amberbrook Drive.


C.            Tenant and Landlord desire to amend
the Lease subject to the terms and conditions set forth in this Agreement.


Agreement.


NOW
THEREFORE, in consideration of the premises and of the mutual covenants set
forth herein, the parties agree:


1.             Term.  The Lease Term set forth in Section 2(f) and
Section 2(g) of the Lease is hereby extended for an additional eighty-nine (89)
months (the “Extended Term”) commencing on August 1, 2008 (the “Extended Term
Commencement Date”), and ending on December 31, 2015. From and after the
Extended Term Commencement Date, references in the Lease to the “Term,” the “Lease
Term” or variations thereof shall include the Extended Term.


2.             Rent.  Effective on the Extended Term Commencement
Date, the Monthly Base Rent set forth in Section 2(h) of the Lease is hereby
amended to add the following table for the Extended Term:




	
  Period

  	
   

  	
  Per Sq. Ft.

  per month

  	
   

  	
  Monthly

  	
   

  	
  Annually

  	
   

  
	
  8/1/08-7/31/09

  	
   

  	
  $

  	
  1.16

  	
   

  	
  $

  	
  73,966.24

  	
   

  	
  $

  	
  887,594.88

  	
   

  
	
  8/1/09- 7/31/10

  	
   

  	
  $

  	
  1.19

  	
   

  	
  $

  	
  75,879.16

  	
   

  	
  $

  	
  910,549.92

  	
   

  
	
  8/1/10-7/31/11

  	
   

  	
  $

  	
  1.23

  	
   

  	
  $

  	
  78,429.72

  	
   

  	
  $

  	
  941,156.64

  	
   

  
	
  8/1/11-7/31/12

  	
   

  	
  $

  	
  1.27

  	
   

  	
  $

  	
  80,980.28

  	
   

  	
  $

  	
  971,763.36

  	
   

  
	
  8/1/12- 7/31/13

  	
   

  	
  $

  	
  1.31

  	
   

  	
  $

  	
  83,530.84

  	
   

  	
  $

  	
  1,002,370.08

  	
   

  
	
  8/1/13- 7/31/13

  	
   

  	
  $

  	
  1.35

  	
   

  	
  $

  	
  86,081.40

  	
   

  	
  $

  	
  1,032,976.80

  	
   

  
	
  8/1/14- 7/31/15

  	
   

  	
  $

  	
  1.39

  	
   

  	
  $

  	
  88,631.96

  	
   

  	
  $

  	
  1,063,583.52

  	
   

  
	
  8/1/15- 12/31/15

  	
   

  	
  $

  	
  1.43

  	
   

  	
  $

  	
  91,182.52

  	
   

  	
  $

  	
  1,094,190.24

  	
   

  






 



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3              Rent Abatement.  In consideration of Tenant entering into this
Agreement, Tenant shall pay no Monthly Base Rent under the Lease for the months
of September through December, 2006, and the months of January through May, 2007.


4.               Tenant Improvements.  In connection with the extension of the Term
as herein provided, upon execution of this Agreement, (a) Landlord shall, at
its cost on a non passthrough basis, ensure that all electrical, plumbing, fire
sprinkler, lighting and mechanical (HVAC) systems are fully operational and (b)
Landlord shall provide a $13.00 per rentable square foot allowance ($828,932.00
total) to Tenant for “Green Building” energy savings measures and for tenant
improvements to be installed by Landlord, as more particularly provided in
Exhibit A.


5.             Extension of Lease Term.  Section 27 of the Lease regarding rights and
obligations to extend the Lease is hereby deleted in its entirety.


6.               Right of First Offer.


6.1           Tenant shall have the right to lease
additional space located in 20475 NW Amberwood Drive, 2345 NW Amberwood Drive
and 2430 NW 206th Avenue on the terms and conditions of this Section 5 (“First
Offer”).


6.2           Tenant’s right of First Offer shall
only apply during periods when the named Tenant (but not any assignee or
subtenant) are in occupancy of the Premises.


6.3           Subject to the terms of this Section
5, should any of the space specified in Section 6.1 become Available for Lease
(the “Offer Space”), Landlord shall not, during the term of this Lease, lease
such Offer Space to another tenant without first offering Tenant the right to
lease that Offer Space as provided below; provided, that Tenant’s right of
First Offer shall expire and terminate December 31, 2012, and Landlord shall be
entitled to lease space that first becomes Available for Lease after such date
free of any obligation under this Section 6. Office space shall be deemed “Available
for Lease” when the space is vacant and unleased, provided that space shall not
be deemed Available for Lease under any of the following circumstances:


(a)
space that is re-leased by the current tenant of the space by renewal or new
lease; (b) space that is leased pursuant to an expansion right of another
tenant, or


 (b) space that becomes vacant after Landlord
terminates the lease for the space pursuant to a recapture clause, if Landlord
then enters into a direct lease with that tenant’s prospective assignee or
subtenant, or


(c)
Space that is not leased to a tenant as of the date of this Lease (until that
space is leased, and then subsequently becomes available).



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6.4           To the extent required under this
Section 5, Landlord shall not enter into a lease for any Offer Space unless and
until Landlord has first notified Tenant in writing of the specific terms upon
which Tenant may lease the Offer Space (the “Offer”), including Base Rent (the “Offered
Rent”) and the other terms covered in the summary of Basic Lease Terms. The
Basic Lease Terms shall stipulate a coterminous lease term for the Offer Space,
unless otherwise agreed to by Tenant. Except as provided in the Offer, Landlord
shall have no obligation to improve or provide an improvement allowance for the
Offer Space, and Tenant shall accept the same in its then “As Is” condition. In
no event shall the Offered Rent exceed the then fair market rental value of the
Offer Space as determined by Landlord in Landlord’s reasonable discretion,
taking into account tenant improvements and concession provided, if any.


6.5           Tenant shall have seven (7) days after
its receipt of Landlord’s notice to exercise its right to lease on terms
acceptable to Landlord and Tenant. If Tenant elects to lease the Offer Space,
Landlord and Tenant shall execute an amendment to this Lease, adding the Offer
Space to the Premises and otherwise incorporating the Offer Space terms, within
seven (7) days after acceptance of the proposal by Tenant, or as soon
thereafter as reasonably possible. If Tenant does not elect to accept such
offer within said initial seven (7) day period, or fails to enter into a Lease
amendment within said subsequent seven (7) day period, then Landlord may
thereafter offer and/or lease the Offer Space to a third party, free of any
rights of Tenant therein.


6.6            At Landlord’s request, Tenant shall,
from time to time, based on Tenant’s reasonable projected space planning needs,
reasonably cooperate with Landlord to identify particular classes of leases
(for example, leases not exceeding a stated term or of not less than a stated
amount of space) which shall be exempt from the First Offer .


6.7           The First Offer granted herein may
only be exercised if Tenant is not in default hereunder. In the event this
Lease is terminated for any reason, the rights granted to Tenant in this
Section shall also terminate at the same time. In the event Tenant exercises
the First Offer as provided herein and subsequently becomes in default prior to
taking occupancy of the First Offer Space, Landlord may elect, by written
notice to Tenant, to terminate Tenant’s prior exercise of its First Offer, in
which event Tenant shall have no rights with respect to the First Offer Space.
This First Offer is personal to the Tenant named herein and may only be
exercised in the event the Tenant named herein are in actual occupancy of the
entire Premises at the time the expansion notice is given.


7.             Energy Savings.  In connection with Tenant’s installation of
solar or other energy efficient improvements to the Premises in accordance with
Exhibit A, Tenant shall be solely entitled to any cost savings, including tax
credits or other incentives, benefiting the Premises.


8.             Hazardous Substances.  Section 5.5 of the Lease is hereby amended to
add the following provision:  Tenant
shall immediately notify Landlord should Tenant (a) become aware of the
existence of any Hazardous Substance on the Premises or the Project which is
prohibited by the Lease or by Environmental Law, (b) receive any notice of, or
become aware of, any actual or alleged violation with respect to the Premises
or Project of any Environmental Law, or (c) become aware of any lien or action
with respect to any of the foregoing. Tenant shall deliver to Landlord,
promptly upon receipt, (i) copies of any documents received from the United
States Environmental Protection Agency (‘EPA’ ) and/or any state, county, or municipal
environmental or health agency concerning Tenant’s ownership, use, or
operations upon or in connection with the Premises; and (ii) copies of any
documents submitted by Tenant to the EPA and/or any state, county, or municipal
environmental or health agency concerning the Premises.



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9.             Mailing Addresses.  The mailing addresses for Landlord and Tenant
set forth in Section 2 of the Lease are hereby amended to be as follows:


	
  Landlord:

  	
   

  	
  The Praedium Group LLC

  	
   

  
	
   

  	
   

  	
  825 Third Avenue, 36th Floor

  	
   

  
	
   

  	
   

  	
  New York, NY 10022

  	
   

  
	
   

  	
   

  	
  Attn: Asset Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  With
  a copy to:

  	
   

  	
  ScanlanKemperBard
  Companies, LLC

  	
   

  
	
   

  	
   

  	
  2600 Pacwest Center

  	
   

  
	
   

  	
   

  	
  1211 SW Fifth Avenue

  	
   

  
	
   

  	
   

  	
  Portland, OR 97204

  	
   

  
	
   

  	
   

  	
  Attn: Asset Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  With
  a copy to:

  	
   

  	
  Parisi &
  Parisi, P.C.

  	
   

  
	
   

  	
   

  	
  Suite 400, North Pacific Plaza

  	
   

  
	
   

  	
   

  	
  1675 SW Marlow Avenue

  	
   

  
	
   

  	
   

  	
  Portland, OR 97225

  	
   

  
	
   

  	
   

  	
  Attn: Robin B. Parisi, Esq.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Tenant:

  	
   

  	
  Steve Sipowicz

  	
   

  
	
   

  	
   

  	
  CFO/VP Finance

  	
   

  
	
   

  	
   

  	
  Cascade Microtech Inc.

  	
   

  
	
   

  	
   

  	
  2430 NW 206th

  	
   

  
	
   

  	
   

  	
  Beaverton, OR 97006

  	
   

  



 


10.           ERISA and UBTI Restrictions.  Notwithstanding anything to the contrary
contained in the Lease, including, without limitation, Section 16 thereof, no
assignment or subletting by Tenant, nor any other transfer or vesting of Tenant’s
interest thereunder (whether by merger, operation of law or otherwise), shall
be permitted if anyone or more of the following conditions are satisfied:


(i)             Landlord, or any person designated
by Landlord as having an interest therein, directly or indirectly, controls, is
controlled by, or is under common control with (i) the proposed assignee,
sub-lessee or successor in interest of Tenant or (ii) any person which,
directly or indirectly, controls, is controlled by or is under common control
with, the proposed assignee, sublessee or successor-in-interest of Tenant;


(ii)
          The proposed assignment or
sublease provides for or results in a rental or other payment for the leasing,
use, occupancy or utilization of all or any portion of the Leased Premises
based, in whole or in part, on the income or profits derived by any person from
the property so leased, used, occupied or utilized other than an amount based
on a fixed percentage or percentages of gross receipts or sales; or


(iii)
         In the opinion of Landlord or
Landlord’s legal counsel, such proposed assignment, subletting or other
transfer or vesting of Tenant’s interest hereunder (whether by merger,
operation at law or otherwise) will (i) cause a violation of the Employee
Retirement Income Security Act of 1974 by Landlord, or by any person which,
directly or indirectly, controls, is controlled by, or is under common control
with, Landlord or any person who controls Landlord, or (ii) result or may in
the future result in Landlord, or any person which, 



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directly or
indirectly, has an interest in Landlord, receiving “unrelated business taxable
income” (as defined in the Internal Revenue Code).


11.             Security Deposit.  Section 6.2 of the Lease is hereby amended to
provide that contemporaneously with Tenant’s execution and delivery of this
Agreement, One Hundred Twenty-four Thousand and no/100 Dollars ($124,000.00) of
the Existing Security Deposit shall be allocated as the deposit for the
Premises only, such amount to be held by Landlord during the Lease Term in
accordance with the terms of Section 6.2 of the Lease.


12.           Ratification.  Except as amended hereby, the Lease is
ratified and confirmed in all respects and this document supersedes prior
written or oral agreements including those described in the Letter of Intent
executed by Tenant and Landlord.


IN WITNESS
WHEREOF, the parties have executed this Agreement on the date first set forth
above.


	
   

  	
  AMBERGLEN ASSOCIATES LLC

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SCANLANKEMPERBARD COMPANIES, LLC,

  
	
   

  	
   

  	
  an Oregon limited liability company,

  
	
   

  	
   

  	
  its manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ N. Thomson Bard, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Name: N. Thomson Bard, Jr.

  
	
   

  	
   

  	
   

  	
  Title: Principal, Executive Vice President Asset
  Management and Chief Compliance Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  “Landlord”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CASCADE MICROTECH INC., an Oregon corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Steven Sipowicz

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Steven Sipowicz

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  “Tenant”

  	
   

  



 



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