SECOND AMENDMENT AND EXTENSION
TO LEASE
This Agreement
made this 22 nd day of October, 2007, by and between MERRITT 7
VENTURE L.L.C., a Delaware limited liability company having an
office and place of business c/o Albert D. Phelps, Inc., 401
Merritt 7, Norwalk, Connecticut 06851 (hereinafter called
“Landlord”) and HARRIS INTERACTIVE INC., a corporation
having a place of business at 101 Merritt 7, Norwalk, Connecticut
06851 (hereinafter called “Tenant”).
WHEREAS, Landlord
and Tenant entered into a written lease dated March 27, 2001,
as amended by First Amendment of Lease dated January 21, 2005,
collectively (the “Lease”) pursuant to which Tenant
demises certain space (the “Premises”) consisting of
14,211 gross leasable square feet on the Third Floor in the
Building known as Building 101, Merritt 7 Corporate Park, Norwalk,
Connecticut, for an initial term scheduled to expire on
May 20, 2008; and
WHEREAS, the
parties desire to amend, modify and extend the Lease upon the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in
consideration of the mutual conditions and covenants contained
hereunder, the Lease is hereby amended and extended as
follows:
1. The term
of the Lease is hereby extended for seven (7) years and ten
(10) days from May 21, 2008 through May 31, 2015
(the “Extended Term”) upon and subject to all of the
covenants, agreements, terms, provisions, and conditions set forth
in the Lease (excluding such covenants, agreements, terms,
provisions and conditions as are inapplicable and except as
hereinafter modified), so that said term shall end on May 31,
2015 or on such earlier date upon which said term, as hereby
extended were the term originally granted with respect to the
Premises demised under the Lease.
2. The Fixed
Rent payable under Section 1.04 of the Lease for the Extended
Term shall be as follows:
(a) At the
rate of $319,747.50 per annum (which is calculated at the rate of
$22.50 per gross leasable square foot) from May 21, 2008
through May 20, 2010; and
(b) At the
rate of $333,958.50 per annum (which is calculated at the rate of
$23.50 per gross leasable square foot) from May 21, 2010
through May 20, 2012; and
(c) At the
rate of $348,169.50 per annum (which is calculated at the rate of
$24.50 per gross leasable square foot) from May 21, 2012
through May 20, 2014; and
(d) At the
rate of $383,697.00 per annum (which is calculated at the rate of
$27.00 per gross leasable square foot) from May 21, 2014
through May 31, 2015.
Such Fixed Rent
shall be payable together with the cost of Tenant’s
electrical consumption at the 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 expenses
at 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 foot per annum” set forth in
Article 24 of the Lease are deleted and are replaced by
“$1.75 per square foot per annum.
4. Article 37
of the Lease is omitted in its entirety, and the following Article
is substituted in its stead:
Tenant’s Option to Extend
Term
Section 37.01 Provided that Tenant is not then in
default under the terms of this Lease beyond any applicable cure
periods and further provided that no portion of the Premises is
then being sublet by Tenant, Tenant may, at Tenant’s option,
extend the term of this Lease for additional period of five
(5) years (the” Further Extended Term”) commencing
on the date following the expiration of the Extended Term, such
option to e exercised by Tenant giving formal written notice
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 THE
ESSENCE . If Tenant fails to give said notice as above
provided, it shall be deemed without further notice or agreement
between the parties hereto that Tenant elected not to exercise said
option. If Tenant timely exercises its option to extend the term,
then if this Lease shall be extended for a period 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 Fixed Rent in effect during the last year of the
Extended Term plus the additional rent as provided in Articles 24
and 26 at the then current rate by reason of the then current
operating expenses of the Building and then current electrical
consumption by Tenant; or (ii) the fair rental value of the
Premises as determined pursuant to this Article.
(b) The fair
rental value of the Premises to be determined in fixing the rental
for the Further Extended Term, by agreement of the parties, shall
be based upon the fair rental value of the Premises as of the end
of the Extended Term. There shall be taken into account the then
current rentals and terms of comparable space in the Building and
in comparable buildings in the same rental area, except that
consideration shall also be
given to any
special features of the Building and other buildings such as floor
sizes, hours of operation of building services, and special
amenities and due consideration shall be given for no concessions,
no additional tenant improvements or no tenant’s
allowance.
(c) Landlord
shall notify Tenant at least two hundred seventy (270) days
prior to the expiration of the Extended Term of Landlord’s
determination of fair rental. If Landlord and Tenant cannot agree
at least one hundred eighty (180) days prior to
expir
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