FIRST AMENDMENT

EXHIBIT 10.1

FIRST AMENDMENT

THIS FIRST AMENDMENT (the “Amendment”) is made and entered into as of January 10, 2007, by and between OR-NIMBUS CORPORATE CENTER, L.L.C., a Delaware limited liability company (“Landlord”), and CASCADE MICROTECH, INC., an Oregon corporation (“Tenant”).

RECITALS

NOW, THEREFORE, in consideration of the above recitals which by this reference are incorporated herein, the mutual covenants and conditions contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

Notwithstanding the foregoing, so long as Tenant is not in default under the Lease, Tenant shall be entitled to an abatement of Base Rent in the amount of $67,051.38 per month for three consecutive full calendar months beginning with the month of January 2007 (the “Base Rent Abatement Period”). The total amount of Base Rent abated during the Base Rent Abatement Period shall equal $201,154.14 (the “Abated Base Rent”). If Tenant defaults at any time during the term of the Lease and fails to cure such default within any applicable cure period under the Lease, all Abated Base Rent shaii immediateiy become due and payable. The payment by Tenant of the Abated Base Rent in the event of a default shall not limit or affect any of Landlord’s other rights, pursuant to the Lease or at law or in equity. During the Base Rent Abatement Period, only Base Rent shall be abated, and all Additional Rent and other costs and charges specified in the Lease shall remain as due and payable pursuant to the provisions of the Lease.

All such Base Rent shall be payable by Tenant in accordance with the terms of the Lease.

All such Base Rent shall be payable by Tenant in accordance with the terms of the Lease.

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“; provided, however, in no event shall Tenant use or allow any other party to use all or any portion of the Premises for the operation of a health club facility, a private workout room, or shower facility.”

“Storage outside of the Premises of materials, vehicles or any other items is prohibited.”

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“The Premises shall be used for the Permitted Use and for no other use whatsoever. Tenant, at its sole cost and expense, shall comply with all existing or future applicable municipal, state and federal and other governmental statues, rules, requirements, regulations, laws and ordinances, including zoning ordinances and regulations, and covenants, easements, and restrictions of record governing and relating to the use, occupancy or possession of the Premises (collectively, “Regulations”) regarding the operation of Tenant’s business and the use, condition, configuration and occupancy of the Premises. In addition, Tenant shall, at its sole cost and expense, promptly comply with any Regulations that relate to the “Base Building” (defined below}, but only to the extent such obligations are triggered by Tenant’s use of the Premises, other than for general office use, or Alterations or improvements in the Premises performed or requested by Tenant. “Base Building” shall include the structural portions of the Building, the public restrooms and the Building mechanical, electrical and plumbing systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. Tenant shall promptly provide Landlord with copies of any notices it receives regarding an alleged violation of Regulations.

Landlord shall, at Landlord’s expense (except to the extent properly included in Operating Expenses), cause structural elements of the Building, common areas, and the Base Building electrical, heating, ventilation and air conditioning, mechanical and plumbing systems and the common areas to comply with all applicable Regulations to the extent that (i) such compliance is necessary in order for Tenant to use the Premises

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for general office use in a normal and customary manner and for Tenant’s employees and visitors to have reasonably safe access to and from the Premises, or (ii) Landlord’s failure to cause such compliance would impose liability upon Tenant under applicable Regulations; provided, however, that Landlord shall not be obligated to cause such compliance to the extent that any non-compliance (i) is caused or triggered by any of the matters that are Tenant’s responsibility under any provision of this Lease, including, without limitation, the immediately preceding paragraph above or Paragraph 12 below, or (ii) arises under any provision of the Americans with Disabilities Act other than Title Ill thereof. Notwithstanding the foregoing, Landlord shall have the right to contest any alleged violation in good faith, including, without limitation, the right to apply for and obtain a waiver or deferment of compliance, the right to assert any and all defenses allowed by Regulation and the right to appeal any decisions, judgments or rulings to the fullest extent permitted by Regulation. Landlord, after the exhaustion of any and all rights to appeal or contest, will make all repairs, additions, alterations or improvements necessary to comply with the terms of any final order or judgment.”

“As used in this Lease, “Hazardous Materials” shall mean any material or substance that is now or hereafter defined or regulated by any statute, regulation, ordinance, or governmental authority thereunder, as radioactive, toxic, hazardous, or waste, including but not limited to (i) petroleum and any of its constituents or byproducts, (ii) radioactive materials, (iii) asbestos in any form or condition, and (iv) substances or materials regulated by any of the following, as amended from time to time, and any rules promulgated thereunder: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §§6901, et seq.; the Toxic Substances Control Act, 15 U.S.C. §§2601, et seq.; the Clean Water Act, 33 U.S.C. §§1251 et seq; the Clean Air Act, 42 U.S.C. §§7401 et seq.”

“Landlord and any successor in interest of Landlord will indemnify, defend, hold harmless and reimburse Tenant and the Tenant Parties from and against any and all fines and reasonable direct remedial costs and expenses (including reasonable legal expenses and consultants’ fees) (collectively, “Costs”) that Tenant or the Tenant Parties may incur due to a clean up, abatement, removal, or other remedial response required of Tenant or the Tenant Parties by an appropriate governmental authority resulting from or caused by the introduction, production, use, generation, storage, treatment, disposal, discharge, release or other handling or disposition of any Hazardous Materials on or about the Building and/or the Project. However, this indemnity provision will not apply to any Costs caused by the negligence or intentional misconduct of Tenant or any Tenant Parties, or resulting from any Hazardous Materials introduced to, produced, stored or generated at the Premises, the Building or the Project by, or disturbed, distributed or exacerbated by, Tenant or any Tenant Parties. In addition, this indemnity obligation shall not be binding on any party that acquires Landlord’s interest in the Building by foreclosure or deed in lieu of foreclosure, except to the extent Costs, if any, incurred as a result of any remedial response that such party was required under applicable law to perform, but failed to perform, following such acquisition. Tenant’s and Landlord’s obligations under this Section 4.0 of the Lease shall survive any expiration or earlier termination of this Lease.”

“notwithstanding the foregoing, however, if executive personnel or officers or partners of Landlord provide services directly related to the operation, maintenance or ownership of the Project that, if provided directly by a general manager or property manager or his or her general support staff, would normally be chargeable as an operating expense of a comparable project, then an

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appropriate pro rata share of the wages, salaries, fees or fringe benefits paid to such individuals that reflects the extent to which such individuals provide such services to the Project may be included in Operating Expenses.”

“costs incurred by Landlord to cure any violation of Regulations for which Landlord is responsible under the second grammatical paragraph of Section 4.C. of this Lease, to the extent such violation exists as of the date of the Lease and such cure is required by Regulations as of the date of the Lease.”

“Tenant shall procure at Tenant’s sole cost and expense and keep in effect from the date of this Lease and at all time until the end of the Term, Property Insurance written on an All Risk or Special Cause of Loss Form, including earthquake sprinkler leakage, at replacement cost value and with a replacement cost endorsement covering Tenant’s business and trade fixtures, equipment, movable partitions, furniture, merchandise and other personal property within the Premises all improvements, additions or alterations made by or for the benefit of Tenant, and all above-Building standard leasehold improvements and equipment existing in the Premises as of date of Lease execution (including, without limitation, clean rooms, HVAC, electrical, and plumbing equipment and systems servicing such clean rooms, safety showers, and change rooms located in the Premises).”

“Except to the extent caused by the negligence or willful misconduct of Landlord or any Landlord Related Parties (defined below), Tenant shall indemnify, defend and hold Landlord and Landlord Related Parties harmless against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including, without limitation, reasonable attorneys’ fees and other professional fees (if and to the extent permitted by Regulations) (collectively referred to as “Losses” ), which may be imposed upon, incurred by or asserted against Landlord or any of the Landlord Related Parties by any third party and arising out of or in connection with any damage or injury occurring in the Premises or any acts or omissions (including violations of Regulations) of Tenant, the Tenant Parties. Except to the extent caused by the negligence or willful misconduct of Tenant or any Tenant Parties, Landlord shall indemnify, defend and hold Tenant and the Tenant Parties harmless against and from all Losses which may be imposed upon, incurred by or asserted against Tenant or any of the Tenant Parties by any third party and arising out of or in connection with the acts or omissions (including violations of Regulations) of Landlord or the Landlord Related Parties. Tenant hereby waives all claims against and releases Landlord and its trustees, members, principals, beneficiaries, partners, officers, directors, employees, Mortgagees (defined below) and agents (the “Landlord Related Parties”) from all claims for any injury to or death of persons, damage to property or business loss in any manner related to (a) Force Majeure, (b) acts of third parties, (c) the bursting or leaking of any tank, water closet, drain or other pipe, (d) the inadequacy or failure of any security or protective services, personnel or equipment, or (e) any matter not within the reasonable control of Landlord. Notwithstanding the foregoing, except as provided in Article 20 to the contrary, Tenant shall not be required to waive any claims against Landlord (other than for loss or damage to Tenant’s business) where such loss or damage is due to the negligence or willful misconduct of Landlord or any Landlord Related Parties. This provision of this Section B.C. shall survive the expiration or earlier termination of the Lease. As used herein, “Mortgagee” is a party having

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the benefit of a Mortgage. As used herein, “Mortgage” means mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising upon the Premises, the Building or the Project.”

“Landlord and Tenant hereby waive and shall cause their respective insurance carriers to waive any and all rights of recovery, claims, actions or causes of action against the other for any loss or damage with respect to business and trade fixtures, equipment, movable partitions, furniture, merchandise and other personal property within the Premises, improvements in and to the Premises, including any Alterations, the Building, the Premises, or any contents thereof, including rights, claims, actions and causes of action based on negligence, which loss or damage is (or would have been, had the insurance required by this Lease been carried) covered by insurance. For the purposes of this waiver, any deductible with respect to a party’s insurance shall be deemed covered by and recoverable by such party under valid and collectable policies of insurance.

“Tenant shall immediately give Landlord written notice of any defect or need of repairs in such components of the Building for which Landlord is responsible, after which Landlord shall have a reasonable opportunity and the right to enter the Premises at all reasonable times to repair the same.”

“Landlord may enter the Premises to inspect, show or clean the Premises or to perform or facilitate the performance of repairs, alterations or additions to the

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Premises or any portion of the Building; provided, however, Landlord shall only enter the Premises for purposes of showing it to prospective tenants during the last 6 months of the Term. Except in emergencies or to provide Building services, Landlord shall provide Tenant with 24 hours’ prior verbal notice of entry and shall use reasonable efforts to minimize any interference with Tenant’s use of the Premises and Tenant shall be entitled to have an employee of Tenant accompany the person(s) entering the Premises, provided Tenant makes such employee available at the time Landlord or such other party desires to enter the Premises. If reasonably necessary, Landlord may temporarily close all or a portion of the Premises to perform repairs, alterations and additions. However, except in emergencies, Landlord will not close the Premises if the work can reasonably be completed on weekends and outside of normal business hours. Entry by Landlord shall not constitute a constructive eviction or entitle Tenant to an abatement or reduction of Rent. Notwithstanding the foregoing, Tenant, at its own expense, may provide its own locks to the cleanrooms within the Premises (“Secured Area”). Tenant need not furnish Landlord with a key, but upon the scheduled expiration date of the Lease or earlier expiration or termination of Tenant’s right to possession, Tenant shall surrender all such keys to Landlord. If Landlord must gain access to a Secured Area in a non- emergency situation, Landlord shall contact Tenant, and Landlord and Tenant shall arrange a mutually agreed upon time for Landlord to have such access. Landlord shall comply with all reasonable security measures pertaining to the Secured Area. If Landlord determines in its reasonable discretion that an emergency in the Building or the Premises, including, without limitation, a suspected fire or flood, requires Landlord to gain access to the Secured Area, Tenant hereby authorizes Landlord to forcibly enter the Secured Area. In such event, Landlord shall have no liability whatsoever to Tenant, and Tenant shall pay all reasonable expenses incurred by Landlord in repairing or reconstructing any entrance, corridor, door or other portions of the Premises damaged as a result of a forcible entry by Landlord. If, as a result of Landlord’s entry into the Premises, Landlord acquires knowledge of any information pertaining to the operations. financial or otherwise, financial condition or trade secrets of Tenant’s business or any information pertaining to Tenant’s customers that such customers would have a reasonable expectation of being kept confidential, Landlord shall not knowingly disclose, or knowingly and actively cause any of the Landlord Related Parties or Landlord’s contractors to disclose, such information to any third parties, except to the extent, if any, that such disclosure is, in Landlord’s reasonable judgment, required by applicable Regulations.”

“and which Landlord shall not knowingly disclose, or knowingly and actively cause any of the Landlord Related Parties or Landlord’s contractors to disclose, to any third parties, except to the extent, if any, that such disclosure is, in Landlord’s reasonable judgment, required by applicable Regulations”

“NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) SHALL BE LIMITED TO THE INTEREST OF LANDLORD IN THE BUILDING AND THE LAND ON WHICH IT IS LOCATED. TENANT SHALL LOOK SOLELY TO LANDLORD’S INTEREST IN THE BUILDING AND THE LAND ON WHICH IT IS LOCATED FOR THE RECOVERY OF ANY JUDGMENT OR AWARD AGAINST LANDLORD OR ANY LANDLORD RELATED PARTY. NEITHER LANDLORD NOR ANY LANDLORD RELATED PARTY SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY, AND IN NO EVENT SHALL LANDLORD OR ANY LANDLORD RELATED PARTY BE LIABLE TO TENANT FOR ANY LOST PROFIT, DAMAGE TO OR LOSS OF BUSINESS OR ANY FORM OF SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGE. BEFORE FILING SUIT FOR AN ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND THE MORTGAGEE(S) WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES, NOTICE AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT.”

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“Notwithstanding anything to the contrary set forth herein, Tenant shall remove on or before the date of expiration or earlier termination of the Lease, all equipment and leasehold improvements existing in the Premises on the Commencement Date which relate to Tenant’s manufacturing and production of testing and calibration equipment (e.g., clean rooms, and HVAC, electrical and plumbing equipment and systems servicing such clean rooms, safety showers, and change rooms), and restore the Premises to shell condition in areas where such leasehold improvements and equipment are removed.”

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IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment as of the day and year first above written.

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EXHIBIT A

WORKLETIER

This Exhibit (“Work Letter”) is attached to and made a part of the First Amendment (the “Amendment”) by and between OR-NIMBUS CORPORATE CENTER, L.L.C., a Delaware limited liability company (“Landlord”), and CASCADE MICROTECH, INC., an Oregon corporation (“Tenant”), for the entire Building located at 9100 SW Gemini Drive, Beaverton, Oregon, and commonly known as Nimbus Building 6 (the “Building”). Capitalized terms used but not otherwise defined herein shall have the meanings given in the Amendment.

As used in this Work Letter, the “Premises” shall be deemed to mean the Premises, as initially defined in the attached Amendment.

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THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK

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EXHIBIT B

OUTLINE AND LOCATION OF LIQUID NITROGEN STORAGE AREA

EXHIBIT C

OUTLINE AND LOCATION OF CONDENSING UNIT AREA

Nimbus Corporate Center