Agreement and Plan of Merger by and among Harris
Interactive Inc., Wirthlin Worldwide, Inc., Capitol Merger
Sub, LLC, and the Stockholders of Wirthlin Worldwide, Inc.,
dated as of September 8, 2004
Exhibit 10.1**
Escrow Agreement by and among Harris Interactive Inc.,
Manufacturers and Traders Trust Company, and the
Stockholders of Wirthlin Worldwide, Inc., dated as of
September 8, 2004
Exhibit 10.2**
Form of Lock-Up Agreement by and among Harris Interactive
Inc. and each of the Stockholders of Wirthlin Worldwide,
Inc., dated as of September 8, 2004
Exhibit 10.3**
Form of Noncompetition, Nondisclosure and Nonsolicitation
Agreement by and among Harris Interactive Inc. and certain
of the Stockholders of Wirthlin Worldwide, Inc., dated as
of September 8, 2004
Exhibit 10.4**
Form of Release given by each of the Stockholders of
Wirthlin Worldwide, Inc. dated September 8, 2004
Exhibit 10.5**
Consent, Waiver and Amendment to Loan Agreement by and
between Wirthlin Worldwide, Inc. and SunTrust Bank, dated
as of September 7, 2004
Exhibit 10.6**
Letter agreement by and among Wirthlin Worldwide, Inc.,
SunTrust Bank and the guarantors party thereto, dated as of
February 6, 2002
Exhibit 10.7**
Commercial Note by Wirthlin Worldwide, Inc. in favor of
SunTrust Bank, dated as of September 7, 2004
Exhibit 10.8**
Commercial Note by Wirthlin Worldwide, Inc. in favor of
SunTrust Bank, dated February 6, 2002
Exhibit 23.1
Consent of Grant Thornton LLP
Exhibit 99.1**
Press Release issued by Harris Interactive Inc. on
September 9, 2004 announcing its acquisition of Wirthlin
Worldwide, Inc.
Exhibit 99.2
Audited consolidated balance sheet of Wirthlin Worldwide,
Inc. as of December 31, 2003 and statements of income,
shareholders’ equity and cash flows for the fiscal year
ended December 31, 2003
Exhibit 99.3
Unaudited consolidated balance sheet of Wirthlin Worldwide,
Inc. as of June 30, 2004 and statements of income and cash
flows for the six months ended June 30, 2004 and 2003
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