EXHIBIT 2.1(B) ESCROW AGREEMENT ---------------- This ESCROW AGREEMENT is dated as of _____________, 2000, by and among OLD KENT BANK (the "Escrow Agent"), ORC CONSUMER, INC., a Delaware corporation ("Buyer"), and COTTER RESEARCH, INC. (formerly known...Escrow Agreement • September 15th, 2000 • Opinion Research Corp • Services-engineering, accounting, research, management • Illinois
WARRANT TO PURCHASE COMMON STOCK OF OPINION RESEARCH CORPORATIONOpinion Research Corp • September 15th, 2000 • Services-engineering, accounting, research, management
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 23rd, 1998 • Opinion Research Corp • Services-engineering, accounting, research, management • Pennsylvania
BACKGROUND ----------Asset Purchase Agreement • January 20th, 1998 • Opinion Research Corp • Services-engineering, accounting, research, management • Delaware
EXHIBIT 10.11 AMENDMENT NO. 2 TO RIGHTS AGREEMENT This Amendment No. 2 to Rights Agreement, dated as of August 31, 2000, is by and between OPINION RESEARCH CORPORATION, a Delaware corporation (the "Company"), and STOCKTRANS, INC. (the "Rights Agent")....Rights Agreement • September 15th, 2000 • Opinion Research Corp • Services-engineering, accounting, research, management
WHEREAS, pursuant to that certain Asset Purchase Agreement, dated August__ , 2000, by and among Buyer, Seller, Opinion Research Corporation, Terence Cotter and Gary Cotter (the "Asset Purchase Agreement"), the parties hereto have agreed that at the...Assignment and Assumption Agreement • September 15th, 2000 • Opinion Research Corp • Services-engineering, accounting, research, management
WARRANT TO PURCHASE COMMON STOCK OF OPINION RESEARCH CORPORATIONOpinion Research Corp • September 15th, 2000 • Services-engineering, accounting, research, management
Exhibit 10.34 ALLONGE TO DEBENTURE THIS ALLONGE TO DEBENTURE dated as of February 11, 2003 amends the Subordinated Debenture dated May 26, 1999 made by Opinion Research Corporation, a Delaware corporation (hereinafter the "Company"), in favor of...Opinion Research Corp • March 21st, 2003 • Services-engineering, accounting, research, management
Exhibit 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT (this "Agreement") is dated as of May __, 1999 between OPINION RESEARCH CORPORATION, a Delaware corporation ("Parent"), and ORC, INC., a Delaware corporation and wholly-owned subsidiary of Parent...Security Agreement • August 13th, 1999 • Opinion Research Corp • Services-engineering, accounting, research, management • Illinois
EXHIBIT 2.1(C)Opinion Research Corp • September 15th, 2000 • Services-engineering, accounting, research, management
RECITALS:Registration Rights Agreement • August 13th, 1999 • Opinion Research Corp • Services-engineering, accounting, research, management • Delaware
Exhibit 10.6 OPINION RESEARCH CORPORATION REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made as of the 1/st/ day of September, 2000 by and among Opinion Research Corporation, a Delaware corporation (the...Registration Rights Agreement • September 15th, 2000 • Opinion Research Corp • Services-engineering, accounting, research, management • Delaware
WARRANT TO PURCHASE COMMON STOCK OF OPINION RESEARCH CORPORATIONOpinion Research Corp • September 15th, 2000 • Services-engineering, accounting, research, management
Exhibit 10.11 THIS SECURITY HAS BEEN ACQUIRED IN A TRANSACTION NOT INVOLVING ANY PUBLIC OFFERING AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT IN COMPLIANCE...Opinion Research Corp • August 13th, 1999 • Services-engineering, accounting, research, management
Exhibit 1 AMENDMENT TO RIGHTS AGREEMENT ----------------------------- Amendment, dated as of August 8, 1998, to the Rights Agreement (as amended, the "Rights Agreement"), dated as of September 13, 1996, between Opinion Research Corporation, a Delaware...Rights Agreement • September 4th, 1998 • Opinion Research Corp • Services-engineering, accounting, research, management
by and amongLoan and Security Agreement • March 22nd, 1999 • Opinion Research Corp • Services-engineering, accounting, research, management • New York
EXHIBIT 10.1 ================================================================== ============== CREDIT AGREEMENT DATED AS OF MAY __, 1999Credit Agreement • August 13th, 1999 • Opinion Research Corp • Services-engineering, accounting, research, management • Illinois
RECITALS:Investment Agreement • March 21st, 2003 • Opinion Research Corp • Services-engineering, accounting, research, management • Maryland
by and amongPurchase Agreement • September 15th, 2000 • Opinion Research Corp • Services-engineering, accounting, research, management • Delaware
EXHIBIT 10.2 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of this 31st day of October, 2000, by and between Social and Health Services, Ltd., a Maryland corporation (the "Company"), Macro...Employment Agreement • November 14th, 2000 • Opinion Research Corp • Services-engineering, accounting, research, management • Maryland
OPINION RESEARCH CORPORATION and STOCKTRANS, INC. as Rights Agent Rights Agreement Dated as of September 27, 2006Rights Agreement • September 29th, 2006 • Opinion Research Corp • Services-engineering, accounting, research, management • Delaware
RIGHTS AGREEMENT, dated as of September 27, 2006 (the “Agreement”), between Opinion Research Corporation, a Delaware corporation (the “Company”), and StockTrans, Inc., a Pennsylvania corporation (the “Rights Agent”),
RECITALS:Opinion Research Corp • August 13th, 1999 • Services-engineering, accounting, research, management • Illinois
Exhibit 10.4 AGREEMENT NOT TO COMPETE THIS AGREEMENT is made as of the 20th day of April, 1999, among Opinion Research Corporation, a Delaware Corporation ("ORC"), Macro International Inc., a Delaware Corporation (the "Corporation") and Michael T....Agreement • June 9th, 1999 • Opinion Research Corp • Services-engineering, accounting, research, management • Delaware
BACKGROUND ----------Loan and Security Agreement • March 23rd, 1998 • Opinion Research Corp • Services-engineering, accounting, research, management • Pennsylvania
EXHIBIT 2.1(D) EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of this day of August, 2000, by and between ORC Consumer, Inc., a Delaware corporation (the "Company"), Opinion Research Corporation, a...Employment Agreement • September 15th, 2000 • Opinion Research Corp • Services-engineering, accounting, research, management • Illinois
EXHIBIT 10.2 ------------ EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of this 1st day of November, 1996, by and between OPINION RESEARCH CORPORATION, a Delaware Corporation (the "Company"), and JOHN...Employment Agreement • March 27th, 1997 • Opinion Research Corp • Services-engineering, accounting, research, management • New Jersey
Exhibit 10.35 ALLONGE TO DEBENTURE THIS ALLONGE TO DEBENTURE dated as of February 11, 2003 amends the Subordinated Debenture dated May 26, 1999 made by Opinion Research Corporation, a Delaware corporation (hereinafter the "Company"), in favor of...Opinion Research Corp • March 21st, 2003 • Services-engineering, accounting, research, management
EXHIBIT 10.14 AGREEMENT OF LEASE BETWEEN CARROLLTON ENTERPRISES ASSOCIATES LIMITED PARTNERSHIP (LANDLORD) AND MACRO INTERNATIONAL INC. (TENANT) DATED AUGUST 27, 1993 TABLE OF CONTENTS -----------------Agreement of Lease • March 20th, 2000 • Opinion Research Corp • Services-engineering, accounting, research, management • Maryland
THIS EXECUTIVE AGREEMENT (the "Agreement") is made as of this 25th day ---- of January , 2002 by and between OPINION RESEARCH CORPORATION, a Delaware ------- ---- Corporation (the "Company"), and Frank J. Quirk (the "Executive"). --------------Executive Agreement • March 27th, 2002 • Opinion Research Corp • Services-engineering, accounting, research, management
BACKGROUNDPurchase Agreement • August 2nd, 2005 • Opinion Research Corp • Services-engineering, accounting, research, management • Delaware
TRUST DEED Re. ORC INTERNATIONAL EMPLOYEE SHARE OWNERSHIP PLAN (with Rules attached)Opinion Research Corp • July 5th, 2001 • Services-engineering, accounting, research, management
Exhibit 10.26 FOURTH AMENDMENT TO CREDIT AGREEMENT This FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of October 1, 2001, and is entered into by and among Opinion Research Corporation, a Delaware corporation ("Parent"), ORC Inc.,...Credit Agreement • March 21st, 2003 • Opinion Research Corp • Services-engineering, accounting, research, management
BACKGROUND ----------Stock Purchase Agreement • November 14th, 2000 • Opinion Research Corp • Services-engineering, accounting, research, management • Delaware
a) the "Borrowing Base" (as calculated on Exhibit 4.8(E), the "Borrowing Base Certificate") less the sum of (i) outstanding Risk ---- Participation Liability, plus (ii) the Earn-Out Reserve; or ----Credit Agreement • November 13th, 2001 • Opinion Research Corp • Services-engineering, accounting, research, management
EXHIBIT 2.1(H) AGREEMENT NOT TO COMPETE ------------------------ THIS AGREEMENT is made as of the day of August, 2000, among Opinion Research Corporation, a Delaware Corporation ("ORC"), ORC Consumer, Inc., a Delaware Corporation (the "Corporation")...Agreement • September 15th, 2000 • Opinion Research Corp • Services-engineering, accounting, research, management • Illinois
