**Exhibit 10.19**

 

 

**THIRD AMENDMENT TO LEASE**

 

This Third Amendment to Lease (the “**Third Amendment**”), dated as of July 18th, 2005 is made by and between Marlborough Campus Limited Partnership, a Massachusetts limited partnership (“**Landlord**”), and 3Com 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 First Amendment to Lease dated as of November 26, 2002  and Second Amendment to Lease dated as of February 16, 2005 (the Original Lease, as amended, the “**Lease**”) pursuant to which Landlord leased to Tenant certain premises containing approximately 168,315 rentable square feet (the “**Original Premises**”) located in the building at 350 Campus Drive (“**Building 2**”), and approximately 2,478 rentable square feet of space (the “**Expansion Premises**”) located on the second floor of the building located at100 Campus Drive (“**Building 1**”), and approximately 30,203 rentable square feet of space (the “**Additional Premises**”) located on the fifth floor of Building 1 (the Original Premises, the Expansion Premises and the Additional Premises, collectively, the “Premises”), in The Campus at Marlborough (the “**Project**”), in Marlborough, Massachusetts; and

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

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants and conditions of the parties set forth in the Lease and this Third Amendment, and for other good and valuable consideration, the parties, intending to be legally bound, agree that the Lease is hereby amended as follows:

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

| 2. | Term. |
|----|-------|

(a)        The Lease Term with respect to the Original Premises is hereby extended to November 30, 2009 (the “**Building 2****Lease Expiration Date**”), unless sooner terminated pursuant to the provisions hereof (subject to Tenant’s Option to Extend pursuant to Section 2(b) below).  

 

(b)        Option to Extend.  The first three sentences of Section 2.2 of the Original Lease, as amended, are deleted in their entirety and the following is substituted in lieu thereof:  “Provided Tenant is not in default under this Lease (beyond applicable notice and cure periods) and has not been in default in the payment of recurring monthly payments of Base Rent, AP Rent, Tenant’s Electricity Cost and/or Tenant’s Share of the Estimated Excess (beyond applicable notice and cure periods, as set forth in Section 19.1.1 of the Original Lease) under this Lease more than three (3) times in the prior twelve month period, at the time it exercises the option or at commencement of the applicable Option Term, Tenant shall have the right and option to extend this lease ("**Option to Extend"**) with respect to the Original Premises only for one additional option period of three years ("**Option Term**") upon the same terms and conditions set forth in the Lease (as amended by this Third Amendment) except that the Base Rent shall be adjusted in accordance with Section 4 of the Summary (as amended by this Third Amendment).  To exercise its Option to Extend, Tenant must give Landlordnotice in writing sent so as to be received at least twelve (12) months but not more than eighteen (18) months prior to November 30, 2009.  At Landlord’s election, Tenant's exercise of its Option to Extend shall be void and of no effect if Tenant is in default under this Lease (beyond applicable notice and cure periods) or has been in default in the payment of recurring monthly payments of Base Rent, AP Rent, Tenant’s Electricity Cost and/or Tenant’s Share of the Estimated Excess (beyond applicable notice and cure periods) under this Lease more than three times in the prior twelve month period on the date it exercises its Option(s) to Extend or on the expiration of the Lease Term or Option Term immediately preceding such Option Term, as applicable.”  

 

(c)        Section 3.4 of the Summary is hereby amended to read “One option to extend, with respect to the Original Premises only, for three (3) years commencing on December 1, 2009.”  All references in the Lease to the “First Option Term” and the “Second Option Term” are hereby deleted.  Tenant has no option to renew or extend the Lease Term except as set forth in Section 3(b) above. 

 

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

 

| 4. | Base Rent: |
|----|------------|

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