Fifth Amendment To Lease Dated As of October 27, 2006

FIFTH AMENDMENT TO LEASE


This Fifth Amendment to Lease (the "FIFTH AMENDMENT"), dated as of October 27, 2006 is made by and between Bel Marlborough I LLC, a Delaware limited liability company ("LANDLORD"), and 3Com Corporation, a Delaware corporation ("TENANT").


BACKGROUND


WHEREAS, Marlborough Campus Limited Partnership ("MCLP") 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, Second Amendment to Lease dated as of February 16, 2005, Third Amendment to Lease dated as of July 18, 2005, and Fourth Amendment to Lease dated as of December 12, 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 at 100 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;


WHEREAS, MCLP has assigned its interest in the Lease to Landlord; 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 Fifth 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 Fifth Amendment and not otherwise defined herein shall have the meanings set forth in the Lease.


2. Modification of the Premises. (a) Tenant agrees to vacate the Additional Premises on or before December 31, 2006, and to surrender the Additional Premises to Landlord in accordance with the terms and conditions of the Lease, as if such date were the expiration date of the Lease with respect to the Additional Premises. Subject to the terms and conditions of this Amendment, the Term of the Lease shall terminate with respect to the Additional Premises on


the date that Tenant vacates the Additional Premises and surrenders it to Landlord as set forth above (such date, the "GIVE BACK DATE").


(b) Nothing herein shall be deemed to constitute Landlord's consent or acquiescence to Tenant's remaining in the Additional Premises after December 31, 2006. If Tenant fails to vacate the Additional Premises on or before December 31, 2006, other than due to Landlord's failure to enter into a lease with Wellington Management Company LLP for the Additional Premises, Tenant shall be a tenant at sufferance with respect to the Additional Premises and the Rent Continuance Date shall be extended by one day for every day that elapses from December 31, 2006 to and including the Give Back Date. In addition, if Tenant has not vacated the Additional Premises by December 31, 2006, commencing on January 1, 2007 Tenant shall pay Additional Rent on the Additional Premises at a rate of $2,100.00 per day (the "Holdover Premium Rent"), in addition to the Base Rent set forth in Section 5 below and all other Additional Rent due pursuant to the terms of the Lease; provided however, if Tenant has given Landlord written notice on or before December 20, 2006 that it will not be able to vacate the Additional Premises by December 31, 2006, but agrees to vacate by a date certain specified in such notice, the Holdover Premium Rent shall not commence until January 15, 2007.


(c) Tenant acknowledges that Landlord has entered into, or intends to enter into a lease amendment (the "Wellington Amendment") with Wellington Management Company, LLP ("Wellington") for the Additional Premises, and that the Wellington Amendment is a material inducement to Landlord's entering into this Fifth Amendment, and that Landlord could suffer significant damages if Tenant defaults under the terms of this Fifth Amendment. If the Give Back Date has not occurred on or before January 14, 2007, Tenant shall also be liable for, and shall reimburse Landlord upon demand for all costs, expenses, and damages incurred by Landlord, including without limitation, reasonable attorneys' fees and brokerage fees and commissions paid or incurred in connection with the Wellington Amendment, any and all damages due to Wellington for failure to deliver the Additional Premises to Wellington on January 1, 2007 pursuant to the Wellington Amendment, and if Wellington terminates its lease agreement with Landlord for the Additional Premises because of Tenant's failure to vacate the Additional Premises on or before December 31, 2006, in addition to any other remedies available to Landlord under this Fifth Amendment and/or at law or in equity, Landlord may terminate this Fifth Amendment.


(d) From and after the Give Back Date, all references in the Lease to the Premises shall be deemed to exclude the Additional Premises. From and after the Give Back Date, the Premises shall consist of the remaining portion of the Original Premises and the Expansion Premises consisting of a total of approximately 170,793 rentable square feet, and Section 2.2 of the Summary is amended accordingly.


3. Rent. In consideration of Landlord's agreement to modify the Premises, Tenant agrees that it shall pay Rent on the Additional Premises through the date (the "Rent Continuance Date") that is se ...