SECOND AMENDMENT TO LEASES BY AND BETWEEN HP PROPERTIES/MIKRON LLC AND MIKRON WASHINGTON LLC

This amendment to Leases (this “Amendment”) is made and entered into as of the 20^th day of November, 2013, by and between HP Properties/Mikron LLC, a Washington limited liability company (“Landlord”) and Mikron Washington LLC, a Washington limited liability company (“Tenant”). Unless otherwise defined herein, capitalized terms used in this Amendment shall have the meanings set forth in the Mikron Leases (as defined below).

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 are hereby acknowledged, Landlord and Tenant agree as follows:

The 1979 Lease consisting of 97,706 square feet will be $41,803.14 for the entire five year term. The 1989 Lease consisting of 75,000 square feet will be $27,240.97 for the entire five year term.

3. Renewal.

3.1 Provided there is no existing uncured material default of Tenant under any of the Mikron Leases, if Tenant desires to continue leasing all of the premises leased under the Mikron Leases (or all of the premises leased under those Mikron Leases which are then in effect) for a period beyond the Extended Term (such period being the “Renewal Term”), Tenant shall give Landlord written notice on or before February 28, 2019 of its desire to negotiate a Renewal Term. In response to such notice, Landlord shall within twenty (20) days provide Tenant with notice of landlord’s desired term and Monthly Rent for the Renewal Term; provided that the Monthly Rent for Renewal Term (i) shall be the fair market rental value of the Leased Premises upon commencement of the Renewal Term, (ii) shall in no event be less than the Monthly Rent due during the month immediately prior to the commencement of the Renewal Term and (iii) shall in no event escalate more than fifteen percent (15%) during any five consecutive years of the Renewal Term. In determining the fair market rental value of the Leased Premises, consideration shall be given to the then current market rate for similar properties in the general vicinity of the Leased Premises with similar lease provisions.

3.2 If the parties do not agree upon the monthly Rent for the Leased Premises during the Renewal Term by June 15, 2019 (the “Trigger Date”), either party may demand that the Monthly Rent be determined by arbitration. In such case, the parties shall endeavor to select a mutually agreeable arbitrator within ten (10) days after such demand. If the parties are unable to agree on an arbitrator within such 10-day period, either party may seek appointment of an arbitrator by the Chief Judge of the Superior Court of King County, Washington. Within fourteen (14) days after the arbitrator’s appointment, each party shall submit its estimate of the fair market rental value of the Leased Premises along with any documentary evidence that it may have to support its estimate. Within fourteen (14) days after the arbitrator’s receipt of each party’s estimate and evidence (if any), the arbitrator shall select the estimate that he or she determines is closest to the actual fair market rental value of the Leased Premises. The arbitrator’s determination of the estimate that is closest to the actual fair market value of the Leased Premises shall be completed no later than September 15, 2019 and shall be final and binding. The cost of the arbitrator shall be shared equally by Landlord and Tenant. In no event shall the fair market rent for the Leased Premises be less than the Monthly Rent due during the last month prior to the Renewal Term.

3.3 If the parties have not executed a fully integrated written agreement for lease of the Leased Premises during the Renewal Term on or before September 15, 2019, then Landlord shall be entitled to freely market the Leased Premises and show the Leased Premises to prospective tenants. Landlord agrees not to market the Leased Premises before this time unless Tenant notifies Landlord that Tenant does not intend to pursue the Renewal Term.

4. Improvements to the Leased Premises. Tenant accepts the Leased Premises in its present condition on an “as-is, where-is” basis.

5. Miscellaneous.

5.2 Except as herein modified or amended, the provisions, conditions, and terms of the Mikron Leases shall remain in full force and effect.

5.3 In the case of any inconsistency between the provisions of the Mikron Leases and this Amendment, the provisions of the Amendment shall govern and control.

5.4 This Amendment shall be construed and enforced in accordance with the laws of the State of Washington.

6. Surrender.

IN WITNESS WHEREOF, landlord and tenant have executed this Amendment on the ________________

day of____________, _______________.

Mikron Washington LLC, a Washington limited Liability company

    

STATE OF WASHINGTON )

ss.

COUNTY OF KING    )

This is to certify that I know or have satisfactory evidence that ________________________is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that they were authorized to execute the instrument and acknowledged it as the ___________________________of HP Properties/Mikron LLC, a Washington general partnership to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.

Dated:___________________, 2013

___________________________________________

Print Name: __________________________

My appointment expires ________________

STATE OF WASHINGTON )

ss.

COUNTY OF KING    )

Dated:___________________, 2013

___________________________________________

Print Name: __________________________

My appointment expires ________________