Such Fixed Rent shall be payable together with the cost of Tenant’s electrical consumption atthe rate set forth in Paragraph 3 hereof, subject to further adjustments as provided in Article 24,(“Electrical Energy”), of the Lease, plus payment of Tenant’s pro rata share of operating expensesat its then current rate, subject to further adjustments as provided in Article 26 of the Lease.     3. Effective May 21, 2008, during the Extended Term, all references to “$1.50 per square footper annum” set forth in Article 24 of the Lease are deleted and are replaced by “$1.75 per squarefoot per annum.     4. Article 37 of the Lease is omitted in its entirety, and the following Article issubstituted in its stead:**ARTICLE 37****Tenant’s Option to Extend Term**     **Section 37.01**Provided that Tenant is not then in default under the terms of this Leasebeyond any applicable cure periods and further provided that no portion of the Premises is thenbeing sublet by Tenant, Tenant may, at Tenant’s option, extend the term of this Lease foradditional period of five (5) years (the” Further Extended Term”) commencing on the date followingthe expiration of the Extended Term, such option to e exercised by Tenant giving formal writtennotice thereof to Landlord by United States registered or certified mail, return receipt requested,not later than twelve (12) months prior to the expiration of the Extended Term, *TIME IS OFF THEESSENCE*. If Tenant fails to give said notice as above provided, it shall be deemed without furthernotice or agreement between the parties hereto that Tenant elected not to exercise said option. IfTenant timely exercises its option to extend the term, then if this Lease shall be extended for aperiod of five (5) years commencing on the date following the expiration of the Extended Term.Except as hereinafter provided, the Further Extended Term shall be upon all the covenants,agreements, terms, provisions and conditions of this Lease (except such covenants, agreements,terms, provisions and conditions of this Lease as shall be inapplicable or irrelevant.)     (a) During the Further Extended Term, the annual rental shall be greater of (i) the FixedRent in effect during the last year of the Extended Term plus the additional rent as provided inArticles 24 and 26 at the then current rate by reason of the then current operating expenses of theBuilding and then current electrical consumption by Tenant; or (ii) the fair rental value of thePremises as determined pursuant to this Article.     (b) The fair rental value of the Premises to be determined in fixing the rental for theFurther Extended Term, by agreement of the parties, shall be based upon the fair rental value ofthe Premises as of the end of the Extended Term. There shall be taken into account the thencurrent rentals and terms of comparable space in the Building and in comparable buildings in thesame rental area, except that consideration shall also be
 

 
given to any special features of the Building and other buildings such as floor sizes, hours ofoperation of building services, and special amenities and due consideration shall be given for noconcessions, no additional tenant improvements or no tenant’s allowance.     (c) Landlord shall notify Tenant at least two hundred seventy (270) days prior to theexpiration of the Extended Term of Landlord’s determination of fair rental. If Landlord and Tenantcannot agree at least one hundred eighty (180) days prior to expiration of the Extended Term as tothe fair rental, then in such event either party may elect to have such rent determined byappraisal in the manner set forth in the paragraph (d) below.     (d) In the event that Landlord and Tenant are unable to agree as to the fair rental value onthe effective commencement date of the term applicable thereto, such fair rental value shall bedetermined by appraisal as follows:          (i) Tenant shall appoint a disinterested person who is an MAI appraiser with at least (10)years’ experience in appraising major office buildings (and their rental values) in the State ofConnecticut as an appraiser on its behalf and shall notify Landlord as to the name of the person soappointed. Within fifteen (15) days after the giving of said notice, Landlord shall, by notice toTenant, appoint a second disinterested person possessing like qualifications as the appraiser onits behalf. If the appraisers thus appointed cannot reach agreement on the fair market annualrental annual rental value within thirty (30) days after the appointment of the second appraiser,then the two appraisers thus appointed shall appoint a third disinterested person possessing theaforesaid qualifications and such third appraiser shall alone determine the question presented aspromptly as possible, provided that if the fair market annual rental value determined by such thirdappraiser shall exceed the higher of the annual rental value determinations of the first and secondappraisers or shall be less than the lower of such annual rental value determinations of suchannual rental value determinations, then the determination of such third appraiser shall bedisregarded and the appraisal next closest in amount to such third appraisal shall insteaddetermine said fair rental value.          (ii) Tenant and Landlord shall be entitled to present evidence and arguments to beappraisers(s).          (iii) The appraisers or appraiser, as the case may be, shall be required to give writtennotice to Tenant and Landlord stating their or his determination, and shall furnish to Tenant andLandlord a signed copy of such determination.          (iv) Tenant and Landlord shall pay the costs and expenses of the appraiser appointed by itand one half of the other expenses of the appraisal procedure incurred hereunder.     (e) In the event that the fair rental value has not been determined as hereinabove providedby the commencement of the Further Extended Term, then Tenant shall pay the amount provided for inSection 37.01a(i), and after the determination of such fair rental
 

 
value as herein provided, Tenant shall make any further payments to Landlord as a result of suchdetermination.”     5. Upon the commencement of the Extended Term, Landlord shall pay Tenant TWENTY-FIVE DOLLARSAND XX/100 ($25.00) per gross leasable square foot ($355,275.00) as a one-time lump sum retrofitwork allowance (“Tenant’s Allowance”) for Tenant’s discretionary use.     (b) Notwithstanding the provisions of (a) above, upon request of Landlord, provided the costof the retrofit work exceeds the Tenant’s Allowance, Tenant shall assign to Landlord’s contractor,ADP Service Corp., (which contractor shall complete said retrofit work based upon a separateagreement with subcontractor work awarded based on competitive bidding) Tenant’s full retrofit workallowance so that Landlord shall make payment in the amount of said allowance directly to saidLandlord’s contractor. In the event Tenant’s retrofit work costs less than Tenant’s Allowance,Tenant shall assign to ADP Service Corp. the partial amount of Tenant’s Allowance equivalent to thecost of said work and the balance of Tenant’s Allowance shall be paid to Tenant directly orcredited against Fixed Rent.     6. Article 38 of the Lease is omitted in its entirety, and the following is substituted in itsstead:“**ARTICLE 38****One time Right of First Offer****Section 38.01**(a) Subject to the prior rights of an existing tenant, which rights are set forthin subsection (b) hereof, if at any time during the term of this Lease, any contiguous space on theThird Floor of the Building becomes available for leasing (the “Option Space”), then, and providedTenant is not then in default under the terms of this Lease, Landlord shall grant to Tenant a ten(10) business day right of first offer for such Option Space and Tenant shall accept Landlord’soffer in writing within ten (10) business days of receipt of such written offer. If Landlord andTenant are unable to mutually agree in writing on all of the terms for a lease (rental to be thefair rental value as defined in Article 37 hereof) of the Option Space within ten (10) businessdays after receipt of notice by Landlord of Tenant’s notice accepting Landlord’s offer, Landlordshall be free to offer such space to any third party and to conclude a leasing transaction with anythird party upon any terms and conditions which Landlord deems appropriate, and Tenant shall haveno further rights as to said offered space, unless the terms upon which Landlord offered such spaceto Tenant become materially more favorable, in which case, Tenant shall again have its right offirst offer in accordance with the provisions of this paragraph.     (b) Webloyalty has first offer rights to lease space on the Third Floor of Building 101,which space exceeds 4,000 s.f. The first offer rights of Webloyalty are effective from July 1,2009 through January 1, 2011.”
 

 
     7. Landlord and Tenant covenant, warrant and represent to each other that no broker wasinstrumental in consummating this Second Amendment and Extension to Lease and that no conversationsor prior negotiations were had with any broker concerning the extension of the term of the Leaseother than CB Richard Ellis, Inc. Tenant agrees to indemnify and hold Landlord harmless from allclaims, losses, damages, liabilities, costs and expenses, including legal fees, arising out of orin connection with any breach by Tenant of the foregoing representation.     8. (a) Except as modified by this Second Amendment and Extension to Lease, the Lease and allthe covenants, terms, agreements, conditions and provisions thereof are hereby, in all respects,ratified and confirmed.     (b) This Second Amendment and Extension to Lease shall be binding upon and injure to thebenefit of the parties hereto, their respective successors, permitted assigns and legalrepresentatives.     IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment and Extension toLease as of the date first above written.         WITNESS:   MERRITT 7 VENTURE L.L.C.                 \s\ illegible    By:       \s\ illegible         Margaret L. Egan                \s\ illegible    By:      \s\ illegible John P. Crosby               HARRIS INTERACTIVE INC.                \s\ illegible    By:      \s\ illegible                 \s\ illegible    By:      \s\ illegible   
 

 
     STATE OF CONNECTICUT      )         )ss:  COUNTY OF FAIRFIELD      )       Onthis 22nd day of October, 2007, before me, personally appearedJohn P. Crosby who acknowledged himself to be a Representative of the Executive Committee ofMERRITT 7 VENTURE L.L.C., a Delaware limited liability company, and that he as such Representativeof the Executive Committee being authorized so to do, executed the foregoing instrument for thepurpose therein contained, by signing the name of the corporation by himself as a Representative ofthe Executive Committee.     IN WITNESS WHEREOF, I hereunto set my hand and official seal.            \s\ illegible Notary Public    My commission expires:       STATE OF NEW YORK      )         )ss:  COUNTY OF NEW YORK         On this 29 day of October, 2007, before me, personally appeared Margaret L.Egan who acknowledged herself to be a Representative of the Executive Committee of MERRITT 7VENTURE L.L.C., a Delaware limited liability company, and that she as such Representative of theExecutive Committee being authorized so to do, executed the foregoing instrument for the purposetherein contained, by signing the name of the corporation by herself as a Representative of theExecutive Committee.     IN WITNESS WHEREOF, I hereunto set my hand and official seal.            \s\ illegible Notary Public    My commission expires:  
 

 
     STATE OF NEW YORK      )         )ss:  COUNTY OF MONROE      )       On this 19 day of October, 2007, before me, personally appeared Gregory T. Novak whoacknowledged himself to be the President and CEO of HARRIS INTERACTIVE INC., a corporation, andthat he as such President and CEO being authorized so to do, executed the foregoing instrument forthe purpose therein contained, by signing the name of the corporation by himself as President andCEO.     IN WITNESS WHEREOF, I hereunto set my hand and official seal.            \s\ illegible Notary Public    My commission expires: 2/13/2010       STATE OF NEW YORK      )         )ss:  COUNTY OF MONROE      )       On this 19 day of October, 2007, before me, personally appeared Ronald E. Salluzo whoacknowledged himself to be the Chief Financial Officer of HARRIS INTERACTIVE INC., a corporation,and that he as such Chief Financial Officer being authorized so to do, executed the foregoinginstrument for the purpose therein contained, by signing the name of the corporation by himself asChief Financial Officer.     IN WITNESS WHEREOF, I hereunto set my hand and official seal.            \s\ illegible Notary Public    My commission expires: 2/13/2010