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
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 2.1(C)Opinion Research Corp • September 15th, 2000 • Services-engineering, accounting, research, management
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
by and amongPurchase Agreement • September 15th, 2000 • Opinion Research Corp • Services-engineering, accounting, research, management • Delaware
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 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
Exhibit 2.1(F) EXHIBIT "F" EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this day of August, 2000, by and among ORC Consumer, Inc., a Delaware corporation (the "Company"), Opinion...Employment Agreement • September 15th, 2000 • Opinion Research Corp • Services-engineering, accounting, research, management • Illinois
EXHIBIT 2.1(A) AGREEMENT NOT TO COMPETE ------------------------ THIS AGREEMENT is made as of the 31/st/ day of August, 2000, among Opinion Research Corporation, a Delaware Corporation ("ORC"), ORC Consumer, Inc., a Delaware Corporation (the...Agreement • September 15th, 2000 • Opinion Research Corp • Services-engineering, accounting, research, management • Illinois
EXHIBIT 10.1 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of this 31st 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 10.14 THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (THE "SUBORDInaTION AGREEMENT") DATED AS OF MAY 26, 1999...Opinion Research Corp • September 15th, 2000 • Services-engineering, accounting, research, management • Maryland
RECITALS:The Registration Rights Agreement • September 15th, 2000 • Opinion Research Corp • Services-engineering, accounting, research, management
BACKGROUND ----------Asset Purchase Agreement • September 15th, 2000 • Opinion Research Corp • Services-engineering, accounting, research, management • Illinois
EXHIBIT 10.4 AGREEMENT NOT TO COMPETE ------------------------ THIS AGREEMENT is made as of the 31/st/ day of August, 2000, among Opinion Research Corporation, a Delaware Corporation ("ORC"), ORC Consumer, Inc., a Delaware Corporation (the...Agreement • September 15th, 2000 • Opinion Research Corp • Services-engineering, accounting, research, management • Illinois
AMENDMENT NO. 1 TO THE INVESTMENT AGREEMENTInvestment Agreement • September 15th, 2000 • Opinion Research Corp • Services-engineering, accounting, research, management
EXHIBIT 2.1(E) 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
August 31, 2000Opinion Research Corp • September 15th, 2000 • Services-engineering, accounting, research, management
EXHIBIT 10.2 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of this 31st 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 2.1(G) Exhibit "G" 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...Agreement • September 15th, 2000 • Opinion Research Corp • Services-engineering, accounting, research, management • Illinois
