EXHIBIT
10.3


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 2345 N .W .Amberbrook Drive, Suite
200, under an Office/Flex Lease 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 July 23, 1998,
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 Lease
Agreement dated August 20, 1997, between Amberjack and Tenant for the first and
second floors of 2430 N.W. 206th Avenue.


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.             Security Deposit. Section 6.2
of the Lease is hereby amended to provide that, contemporaneously with Tenant’s
execution and delivery of this Agreement, Forty-Six Thousand and no/100 Dollars
($46,000.00) of the Existing Security Deposit shall be allocated as a security
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.


2.             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.



 1
  
 






 



 


3.             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

  






 


4.             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,



 2
  
 






 



 


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


5.             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”

  



 



 3