**Exhibit10.2**

 

**SECONDAMENDMENT TO LEASE**

 

This Second Amendment to Lease (the “**Second Amendment**”), dated as of February 16th, 2005 ismade by and between Marlborough Campus Limited Partnership, a Massachusettslimited partnership (“**Landlord**”), and3Com Corporation, a Delaware corporation (“**Tenant**”).

 

BACKGROUND

 

WHEREAS, Landlord and Tenant entered into a lease (the“**Original Lease**”) dated as of November 26, 2002, as amended by a FirstAmendment to Lease dated as of November 26, 2002 (the Original Lease, as amended,the “**Lease**”) pursuant to which Landlordleased to Tenant certain premises containing approximately 168,315 rentablesquare feet (the “**Original Premises**”)located in the building at 350 Campus Drive (“**Building 2**”),in The Campus at Marlborough (the “**Project**”), inMarlborough, Massachusetts; and

 

WHEREAS, Landlord and Tenant wish to amend the Leaseas more particularly set forth herein.

 

AGREEMENT

 

NOW THEREFORE, in consideration of the mutualcovenants and conditions of the parties set forth in the Lease and this SecondAmendment, and for other good and valuable consideration, the parties,intending to be legally bound, agree that the Lease is hereby amended asfollows:

 

1.                                       Defined Terms.  Capitalized terms used in this SecondAmendment and not otherwise defined herein shall have the meanings set forth inthe Lease.  Except asotherwise expressly provided in this Second Amendment, the word “Building” inthe Lease shall be deemed to refer to Building 1 and/or Building 2, asappropriate in the context.

 

2.                                       ExpansionPremises; Additional Premises.

 

(a)                                  Landlordhereby leases and rents unto the Tenant and the Tenant hereby hires and takesfrom the Landlord the approximately 2,478 rentable square feet of space (the “**Expansion Premises**”) located on the second floor of thebuilding located at 100 Campus Drive (“**Building 1**”),as more particularly shown on Exhibit I attached hereto.  From and after the date of this SecondAmendment, all references in the Lease to the Premises shall be deemed toinclude the Original Premises and the Expansion Premises, such space consistingof a total of approximately 170,793 rentable square feet, and Section 2.2.of the Summary is amended accordingly.

 

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(b)                                 Subject to the termsand conditions of this Second Amendment, effective as of the AP LeaseCommencement Date (as defined below), Landlord hereby leases and rents unto theTenant and the Tenant hereby hires and takes from the Landlord theapproximately 30,203 rentable square feet of space (the “**AdditionalPremises**”) located on the fifth floor of Building 1, as moreparticularly shown on Exhibit J attached hereto.  From and after the date after the day thatEXACT Sciences Corporation (“**EXACT**”) vacatesand surrenders to Landlord the Additional Premises (such date, the “**AP Lease Commencement Date**”), all references in the Lease tothe Premises shall be deemed to include the Original Premises, the ExpansionPremises and the Additional Premises, such space consisting of approximately200,996 rentable square feet, and Section 2.2. ofthe Summary is amended accordingly.  TheAdditional Premises shall be deemed to consist of two spaces, Space 5Aconsisting of approximately 11,834 rentable square feet and Space 5B consistingof approximately 18,369 rentable square feet. Space 5A and Space 5B refer to a number of rentable square feet and notto a particular area within the Additional Premises.

 

3.                                       Term.

 

(a)                                  TheLease Term with respect to the Expansion Premises shall commence on the datehereof and shall expire on July 31, 2010 (the “**Building 1Lease Expiration Date**”), unless sooner terminated pursuant to theprovisions of the Lease, as amended by this Second Amendment.  The Lease Term with respect to the OriginalPremises shall expire on November 30, 2006 (the “**Building 2Lease Expiration Date**”), unless sooner terminated pursuant to theprovisions of the Lease, as amended by this Second Amendment (subject to Tenant’sOption to Extend set forth in Section 2.2 of the Original Lease).

 

(b)                                 TheLease Term with respect to the Additional Premises shall commence on the APLease Commencement Date and shall expire concurrently with the term of theExpansion Premises on the Building 1 Lease Expiration Date, unless soonerterminated pursuant to the provisions hereof.

 

(c)                                  Optionto Extend.  Notwithstanding anythingto the contrary contained in the Original Lease and/or this Amendment: (i)Tenant shall have no right to extend or option to extend the Term of the Leasewith respect to the Additional Premises and/or the Expansion Premises (whichshall expire without notice on the Building 1 Lease Expiration Date); and (ii)the Option to Extend set forth in Section 3.4 of the Summary and Section 2.2of the Original Lease shall pertain to the Original Premises only.

 

4.                                       Rent.  (a)  BaseRent.  Section 4 of theSummary of Basic Lease Information in the Lease is amended to read as follows:

 

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4.                                       Base Rent:

 
| **Period**                             | ** ** | **RSF** | ** ** | **Annual Base  Rent** | ** **   | **Monthly  Installment of  Base Rent** | ** ** | **Per RSF** | ** ** |
|----------------------------------------|------------|---------|------------|-----------------------|--------------|----------------------------------------|------------|-------------|------------|
|                                   |       |    |       |                  |         |                                   |       |        |       |   |   |   |
| AP Lease  Commencement  Date - 5/31/05 |       | 168,315 |       | $                     | 3,534,615.00 |                                   | $          | 294,551.25  |       | $ | 21.00 |   |
|                                   |       | 18,369  |       | $                     | 413,302.50   |                                   | $          | 34,441.88   |       | $ | 22.50 |   |
| Total                                  |       | 186,684 |       | $                     | 3,947,917.50 |                                   | $          | 328,993.13  |       |   |   |
|                                   |       |    |       |                  |         |                                   |       |        |       |
| 6/1/05-11/30/06                        |       | 168,315 |       | $                     | 3,534,615.00 |                                   | $          | 294,551.25  |       | $ | 21.00 |   |
|                                   |       | 18,369  |       | $                     | 413,302.50   |                                   | $          | 34,441.88   |       | $ | 22.50 |   |
|                                   |       | 14,312  |       | $                     | 300,552.00   |                                   | $          | 25,046.00   |       | $ | 21.00 |   |
| Total                                  |       | 200,996 |       | $                     | 4,248,469.50 |                                   | $          | 354,039.13  |       |   |   |
|                                   |       |    |       |                  |         |                                   |       |        |       |
| 12/1/06-7/31/10                        |       | 14,312  |       | $                     | 338,478.80   |                                   | $          | 28,206.57   |       | $ | 23.00 |   |
|                                   |       | 18,369  |       | $                     | 413,302.50   |                                   | $          | 34,441.88   |       | $ | 22.50 |   |
| Total                                  |       | 32,681  |       | $                     | 751,781.30   |                                   | $          | 62,648.44   |       |   |   |

 

(b) Tenant acknowledges that the Additional Premises are currently occupiedby EXACT, that EXACT may not vacate such space until EXACT and/or Tenant havecompleted certain tenant improvements on the second floor, and that Tenant’srights with respect to the Additional Premises are contingent upon Landlord’sentering into a lease amendment with EXACT terminating EXACT’s lease with respectto the Additional Premises and modifying the description of the premises leasedto EXACT to delete the Additional Premises and to include approximately 11,834rentable square feet on the second floor of Building 1, all in form andsubstance satisfactory to Landlord, in its sole discretion.  Tenant agrees that Landlord is entering intosaid amendment with EXACT at the request of Tenant, and Landlord shall have noliability for the failure of EXACT to vacate the fifth floor as contemplated bythis Second Amendment and/or with respect to EXACT’s performance of, or failureto perform tenant improvements on the second floor of Building 1.

 

(c)  InterimRent for Expansion Premises and Space 5A. Tenant shall be entitled to occupy the Expansion Premises effective asof the date of this Amendment, but shall not be obligated to commence paymentof Base Rent with respect to the Expansion Premises until June 1,2005.  If Tenant occupies all of anyportion of the Expansion Premises prior to June 1, 2005, Tenant shall payfor utilities (as reasonably estimated by Landlord) and cleaning for theExpansion Premises through May 31, 2005. Tenant shall be entitled to occupy Space 5A effective as of the AP LeaseCommencement Date, but shall not be obligated to commence payment of Base Rentwith respect to Space 5A until June 1, 2005.  If Tenant occupies all of any portion of theAdditional Premises prior to June 1, 2005, Tenant shall pay for utilities(as reasonably estimated by Landlord) and cleaning for Space 5A from the dateit initially occupies any portion of the Additional Premises through May 31,2005.

 

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6.                                       BaseYear.  The Base Year for the OriginalPremises shall remain as set forth in the Lease.  The Base Year for the Expansion Premises andthe Additional Premises shall be calendar year 2005 for Operating Expenses andfor Tax Expenses; it being understood that in calculating Tax Expenses for theBase Year, Landlord shall use one-half of the taxes for the fiscal year from July 1,2004 to June 30, 2005 and one-half of the taxes for the fiscal year from July 1,2005 to June 30, 2006.

 

7.                                       Tenant’sPro Rata Share.

 

(a) Effective on the date hereof, Tenant’s Share is 31.70%, and Tenant’sBuilding Share with respect to Building 2 is 100%.

 

(b) Effective on the AP Lease Commencement Date and continuing until May 31,2005, Tenant’s Share shall be 35.16% and Tenant’s Building Share with respectto Building 1 shall be 12.55%.

 

(c)  Effective June 1, 2005 and continuinguntil November 30, 2006, Tenant’s Share shall be 37.86%, and Tenant’sBuilding Share with respect to Building 1 shall be 22.33%.

 

(d) Effective December 1, 2006, if Tenant does not exercise its Optionto Extend with respect to the Original Premises, Tenant’s Share shall be 6.16%and Tenant’s Building Share with respect to Building 1 shall be 22.33%.

 

8.                                       “AsIs”; No Tenant Improvement Allowance. Tenant hereby accepts the Expansion Premises in “as is” condition.Tenant hereby agrees that it shall accept the Additional premises in “as is”condition as of the AP Lease Commencement Date. Landlord shall not be required to perform any improvements to theExpansion Premises or the Additional Premises or to provide Tenant with anytenant improvement allowance.  Tenant acknowledgesthat the Expansion Premises is not currently demised and that EXACT has theobligation to construct the demising wall between the Expansion Premises andthe adjoining space shown as “Exact Sciences Proposed Area” on Exhibit Ion or before February 28, 2005, subject to Force Majeure.  Notwithstanding the foregoing, Landlord shallhave no obligation to construct said demising wall and if EXACT fails toconstruct said demising wall, Tenant shall be responsible for constructing saiddemising wall at its sole cost and expense. All provisions of the Lease concerning improvements constructed byTenant shall apply to said improvements and all other tenant improvements to beconstructed in the Expansion Premises and/or the Additional Premises.

 

9.                                       HVACfor Lab Areas in the Expansion Premises and the Additional Premises; Tenant’sChiller Share.

 

(a) Air conditioning for the lab areas in the Expansion Premises, as shownon Exhibit I (the “**EP Lab Areas**”)and the lab areas in the Additional Premises, as shown on Exhibit J (the“**AP Lab Areas**”), is currently providedby one of three 110 nominal ton (all chiller capacities/allocations referred toin this Second Amendment are understood to be “nominal tons”) chillers locatedon the roof of the Building and other components composing an integratedchiller system (the “**Building 1 Chiller System**”)which provides chilled water cooling capacity

 

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for certainnon-office areas of Building 1 (including, without limitation, the EP Lab Areasand the AP Lab Areas (collectively, the “**Building 1 Lab Areas**”).  To provide chilled water cooling capacity forthe Building 1 Lab Areas Landlord will allocate to Tenant up to nineteen (19)nominal tons of chilled water capacity from the Building 1 Chiller System forthe EP Lab Areas, and up to thirteen and one-half (13.5) nominal tons ofchilled water capacity from the Building 1 Chiller System for the AP Lab Areas.

 

(b) Another tenant in Building 1 (the “**Other Tenant**”)installed one of the three chillers and connected the Building 1 Chiller Systemto the Other Tenant’s emergency back-up generators.  Landlord shall have no obligation orliability to provide emergency back-up generators, or to provide any service,repairs, or maintenance with respect back-up generators for the Building 1Chiller System.  Landlord shall not beliable to Tenant for any unexpected outages or reductions in electrical poweror air conditioning supply or any damages in connection therewith, providedhowever, following written notice from Tenant, Landlord shall take prompt andreasonable action to correct such outages or reductions.  Notwithstanding anything to the contrarycontained in this Lease, neither Landlord nor the Other Tenant (nor theirrespective partners, members, officers, directors, employees orrepresentatives) shall have any liability whatsoever based on or related to thefailure of the Other Tenant’s generator to provide emergency power to theBuilding 1 Chiller System, and Tenant shall be solely responsible for providingback-up power for air conditioning for the Building 1 Lab Areas should Tenantdeem it necessary.  To this end, Landlordshall reasonably cooperate with Tenant (e.g. assist in finding suitable installationspace, utility connections and access thereto, provide necessary plans andschematics, etc. at no cost to Landlord) and allow Tenant to take such actionsas may be reasonably necessary to provide such back-up power.

 

(c)  “**Tenant’s Chiller Share**” under the Lease shall be: (i) 8.636%(based on 19/220 tons) for the Expansion Premises, effective as of the date ofthis Second Amendment,  and (ii) 6.136%(based on 13.5/220 tons) for the Additional Premises,  for a total of 14.77% (based on 22.5/220tons), effective as of the AP Lease Commencement Date.

 

(d)  Section 4.7.2of the Lease is amended to change the word “labs” in the sixth line to “LabAreas” and to add the following:

 

### “Landlord may, at Landlord’s sole expense,install or cause to be installed a separate submeter, checkmeter or flowmeterto measure the electricity utilized by the Building 1 Chiller System.  Tenant shall be responsible for Tenant’sChiller Share of the electricity cost attributable to the Building 1 ChillerSystem.  Tenant shall pay for its ChillerShare of said electricity cost, based upon meter readings and the statementsreceived from Landlord, within thirty (30) days after receipt thereof.  The foregoing payments by Tenant shall be inaddition to Tenant’s Electricity Cost. In the event that such usage is not separately metered, then Landlordmay give Tenant written notice of Landlord’s estimate of Tenant’s Chiller Shareof such expenses, along with the information utilized by Landlord in reachingsuch determination, and Tenant shall reimburse Landlord, as Additional Rent forsuch electrical expenses (in addition to Tenant’s Electricity Cost).”

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## (e)  Section 7.1of the Lease is amended to add the following:

 

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## “Notwithstanding anything herein to thecontrary, Tenant shall reimburse Landlord as Additional Rent, within thirty(30) days after receipt of Landlord’s invoice, for (i) Tenant’s Chiller Shareof all costs paid to third parties associated with the repair, maintenance andreplacement of the Building 1 Chiller System, and (ii) one hundred percent(100%) of all costs associated with the repair, maintenance and replacement ofthe fan coils exclusively servicing the Building 1 Lab Areas, and such costsshall thereafter not be included in the calculation of Operating Expenses.  Notwithstanding the foregoing, with respectto all costs for replacements of the Building 1 Chiller System (or componentsthereof) which service the Building 1 Lab Areas, that are capital in natureunder generally accepted accounting principles, at Tenant’s option, to beexercised within thirty (30) days after receipt of Landlord’s first invoice forsuch costs, in lieu of reimbursing Landlord within thirty days, such costsshall be amortized (with interest at ten percent (10%) per annum) over thelesser of (i) the remaining Term of the Lease, or (ii) the useful life of theitem being replaced, and Tenant shall pay Landlord, as Additional Rent, on amonthly basis, the amortized portion and interest applicable thereto.”

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10.                                 Furniture.  Effective as of the AP Lease CommencementDate Exhibit C of the Original Lease is amended to include the itemslisted on Exhibit C-2 attached hereto, and all references in the Leaseto the Furniture shall be deemed to include the items on Exhibit C-2 inaddition to the items on Exhibit C to the Original Lease. Landlord andTenant acknowledge that the parties have conducted a “walk-through” inspectionof the Additional Premises in order to confirm the completeness and accuracy ofthe Furniture shown on Exhibit C-2, and to give Tenant the opportunityto confirm that the Furniture in the Additional Premises is in good conditionand repair.  Landlord shall have noobligation to replace any Furniture that is not in good condition or repair.  Tenant accepts the Furniture in its “as-is”condition, without any representation or warranty by Landlord.  LANDLORD SPECIFICALLY DISCLAIMS ANYREPRESENTATIONS AND/OR WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTYOF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THEFURNITURE.

 

11.                                 Parking.  Section 9 of the Summary isamended to read as follows “With respect to the Premises, Tenant shall havenon-exclusive use of 590 parking spaces, as more particularly set forth in Article 28until the Building 1 Lease Expiration Date. Thereafter, if Tenant does notexercise its Option to Extend with respect to the Original Premises, Tenantshall have non-exclusive use of Tenant’s Share of 1,417 parking spaces, as moreparticularly set forth in Article 28.  Article 28 of the Original Leaseis amended to add the following:  “Solong as Tenant is the sole tenant of Building 2, Landlord shall use reasonableefforts to designate the 350 Campus Drive North parking field (the “**Building 2 North Parking Field**”) as shown on Exhibit Kfor Tenant’s use by installing signage indicating that such parking field isdesignated for the use of tenants and visitors of 350 Campus Drive only”.  The words “as near as possible to theentrance of the Building” in the first sentence of Article 28 ofthe Original Lease is changed to “in the Building 2 Parking Area as near aspossible to the entrance of Building 2”.

 

12.                                 Tenant’sElectricity Cost**. **The Additional Premises arecurrently not separately metered.  Tenantshall, at its sole cost and expense, separately meter or submeter theAdditional

 

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Premises within ten business days after theAdditional Premises are delivered to Tenant. All provisions of the Lease concerning improvements constructed byTenant shall apply to the work required to install such meter or submeter. Ifany portion of the electricity servicing the Expansion Premises and/orAdditional Premises is not separately metered to Tenant, to account for Tenant’selectrical use in the Expansion Premises and/or Additional Premises, Tenantshall pay to Landlord as Additional Rent an initial flat monthly fee calculatedbased on the rate of One Dollar ($1.00) per year per rentable square foot ofthe portion of such space that is not separately metered, subject to adjustmentbased on Landlord’s reasonable estimate of Tenant’s electrical usage.  Notwithstanding the preceding sentence, asset forth in Section 4.7 of the Original Lease, Landlord shall havethe right to separately meter (or install a sub-meter or check meter for) theExpansion Premises and/or the Additional Premises and/or certain systems orequipment in Building 1, at Landlord’s sole cost, at any time during the LeaseTerm and thereafter charge Tenant for Tenant’s electrical use as reflected bysuch meter(s).  The amount payablepursuant to this Section 12 shall be in addition to the amounts setforth in, and shall be payable as provided in Section 4.7 of theOriginal Lease.

 

### 13.                                 The Premises.  The fourth sentence of Section 1.1 of theLease is deleted and the following is substituted in lieu thereof: “During theterm of the Lease with respect to the Original Premises, Tenant shall haveaccess to Building 4 via the existing hallway on the second floor of Building 1which use may be in common with the other tenants and occupants of the Project.”

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### 14.                                 Conference and Training Rooms.  The last sentence of Section 1.3.1of the Original Lease is deleted and the following is substituted in lieuthereof:  “In addition, Tenant may usethe Conference Facilities for periods of time that exceed Tenant’s Share on aspace available basis, and subject to said rules and requirements, including,without limitation, payment of a fee (“Excess Usage Fee”) for such usage basedon Landlord’s then current schedule, and the other provisions of this Section 1.3.1.  The foregoing shall not limit Landlord’sright to include costs of operating the Conference Facilities in OperatingExpenses, subject to, and in accordance with, Section 4.2 below, orto charge Tenant for Excess Usage Fees in accordance with the provisions ofthis Section 1.3.1. Notwithstanding any other provision herein tothe contrary, Landlord reserves the right, upon written notice to Tenant, (a)to retain a third party operator to operate the Conference Facilities, or (b)to lease the Conference Facilities to a third party, provided, however, ineither such case, Landlord shall provide for the right of Tenant to rent, orotherwise use, the Conference Facilities on the same basis as set forth in thisLease.”

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### 15.                                 Notices. The Tenant’s addressescontained in Section 29.16 of the Lease are deleted and the followingaddresses are substituted in lieu thereof:

###  

3Com Corporation

350 Campus Drive

Marlborough, MA 01752

Attention: Real Estate Dept.

 

with a copy to:

 

3Com Corporation

350 Campus Drive

Marlborough, MA 01752

Attention: Legal Dept.

 

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16.                                 Ratificationof Lease.  Exceptas modified by this Second Amendment, the Lease is hereby ratified andaffirmed, and is in full force and effect and unmodified in all other respects.  In the event of any inconsistency between theterms and conditions of this Second Amendment and the terms and conditions ofthe Lease, the terms and conditions of this Second Amendment shall govern.

 

17.                                 NoOther Amendment.  There are no otheroral or written understandings, agreements or obligations between Landlord andTenant other than those expressly set forth in the Lease and this SecondAmendment. In the event of any inconsistency between the terms of this SecondAmendment and the terms of the Lease, the terms of this Second Amendment shallcontrol.

 

18.                                 NoPresumption Against Drafter.  Landlord and Tenant understand, agree andacknowledge that this Second Amendment has been freely negotiated by bothparties; and that, in any controversy, dispute, or contest over the meaning,interpretation, validity or enforceability of this Second Amendment or any ofits terms or conditions, there shall be no inference, presumption, or conclusiondrawn whatsoever against either party by virtue of that party having draftedthis Second Amendment or any portion thereof.

 

19.                                 Enforceability.  If any provision of this Second Amendmentshall be invalid or unenforceable to any extent, the remainder of this SecondAmendment shall not be affected thereby and shall be enforced to the greatestextent permitted by law.

 

## 20.                                 Broker.  Landlord and Tenant hereby warrant to eachother that they have had no dealings with any real estate broker or agent inconnection with the negotiation of this Lease, excepting only Cushman &Wakefield of Massachusetts, Inc. and LPC Commercial Services, Inc.(collectively, “**Brokers**”), andthat they know of no other real estate broker or agent who is entitled to acommission in connection with this Second Amendment.  Landlord shall be responsible for payment ofa commission to Brokers pursuant to separate agreements between Landlord andBrokers.  Each party agrees to indemnifyand defend the other party against and hold the other party harmless from anyand all claims, demands, losses, liabilities, lawsuits, judgments, costs andexpenses (including without limitation reasonable attorneys’ fees) with respectto any leasing commission or equivalent compensation alleged to be owing onaccount of any dealings with any real estate broker or agent, other thanBrokers, occurring by, through, or under the indemnifying party.

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21.                                 Counterparts.  This Second Amendment may be executed inmultiple counterparts, each of which shall constitute an original.

 

22.                                 Authority.  Each individual executing this SecondAmendment hereby represents and warrants that Landlord, Landlord’s generalpartner, or Tenant, as applicable, is a duly formed and existing entity in goodstanding qualified to do business in the Commonwealth of Massachusetts and hasfull right and authority to execute and deliver this Second Amendment andperform its obligations under the Lease (as amended by this Second Amendment)and that each person or entity acting and/or signing on behalf of Landlord,Landlord’s general partner, or Tenant,

 

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asapplicable, is authorized to do so.  Eachof the parties hereto represents and warrants to the other that no consent fromany other person or entity is necessary as a condition precedent to the legaleffect of this Second Amendment, except that the approval of Landlord’smortgagee may be required, and if so, will be obtained by Landlord prior toLandlord’s execution of this Second Amendment.

 

23.                                 Contingency.  This Second Amendment is contingent uponLandlord’s entering into a lease amendment with EXACT terminating EXACT’s leasewith respect to the Additional Premises and modifying the description of thepremises leased to EXACT to delete the Additional Premises and to includeapproximately 11,834 rentable square feet on the second floor of Building 1,all in form and substance satisfactory to Landlord, in its sole discretion, onor before February 7, 2005.  In theevent that Landlord has not executed such an amendment within said time period,Landlord may terminate this Second Amendment upon written notice given toTenant on or before February 24, 2005, in which case this Second Amendmentshall be and become null and void and of no further force or effect.

 

IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to beexecuted the day and date first above written.

 
| ** **                     | **“Landlord”:**                          |
|--------------------------------|----------------------------------------------------|
| ** **                     | ** **                                         |
|                           | MARLBOROUGH CAMPUS  LIMITED  PARTNERSHIP           |
|                           |                                               |
|                           | By: Bergen of  Marlborough, Inc., general  partner |
|                           |                                               |
|                           | By:                                                | /s/ John L. Brogan |   |
|                           | Its:                                               | Vice President |   |
|                           |                                               |
|                           |                                               |
| ** **                     | **“Tenant”:**                            |
| ** **                     | ** **                                         |
|                           | 3COM CORPORATION,  a Delaware corporation          |
|                           |                                               |
| Attest:                        |                                               |
|                           |                                               |
|                           | By:                                                | /s/ Bruce L. Claflin |   |
| By:                            | /s/ Neal D. Goldman                                |   |   | Name: | Bruce L. Claflin |   |
|                           | Name:                                              |   | Title:  President  & CEO |
|                           | Title:                                             | Sr. VP Management  Services, |   | (Corporate Seal) |
| General Counsel and  Secretary |                                               |   |
|                                |                                                    |  |  |  |  |  |  |  |  |  |  |  |  |

 

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(ACKNOWLEDGMENT FORCORPORATION)

 

STATE OF Massachusetts

 

SS.:

 

COUNTY OF Middlesex

 

On this 31 day ofJanuary, 2005, before me the undersigned notary public, personally appeared NealGoldman, and provided to me through satisfactory evidence ofidentification, which was Driver License, to be the person whose name issigned on the preceding or attached document and acknowledged to me that he/shesigned it voluntarily for its stated purpose, as Secretary of 3ComCorporation.

 

 
|   | /s/ Beverly A. Sweatland       |   |
|--------|--------------------------------|--------|
|   | Notary Public                  |
|   |                           |
|   | My commission expires:         |
|   |                           |
|   | BEVERLY A.  SWEATLAND          |   |
|   | Notary  Public                 |   |
|   | Commonwealth  of Massachusetts |   |
|   | My  Commission Expires         |   |
|   | September 25,  2009       |   |
|        |                                |        |  |

 

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