exv10w1



 






Exhibit 10.1




FIRST AMENDMENT TO PURCHASE AGREEMENT




     This FIRST AMENDMENT TO PURCHASE AGREEMENT (the “Amendment”) is made this 6th day of May, 2005
by and among Opinion Research Corporation, a Delaware corporation (the “Company”), LLR Equity
Partners, L.P., a Delaware limited partnership (“LLR Partners”) and LLR Equity Partners Parallel,
L.P., a Delaware limited partnership (“LLR Parallel” and, together with LLR Partners, the
“Sellers”).



BACKGROUND




     WHEREAS, the Company and the Sellers have entered into a Purchase Agreement dated March 25,
2005 (the “Purchase Agreement”);



     WHEREAS, Section 1.2(d) of the Purchase Agreement provides that the Purchase Agreement shall
terminate if closing thereunder does not occur on or prior to May 13, 2005; and



     WHEREAS, the Company and the Sellers desire to extend the date by which closing must occur
under the Purchase Agreement to May 19, 2005 and to amend the Purchase Agreement as otherwise set
forth herein;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
contained in this Amendment and in the Purchase Agreement, and intending to be legally bound
hereby, the parties agree as follows:



     1. Definitions. Capitalized terms used in this Amendment but not defined herein shall
have the meanings ascribed to such terms in the Purchase Agreement.



     2. Amendment of Section 1.2(d) of the Purchase Agreement. Section 1.2(d) of the
Purchase Agreement is hereby amended and restated as follows:




(d) If the Closing does not occur on or prior to May 19, 2005, this Agreement shall
terminate and the parties hereto shall have no obligations with respect to this Agreement;
provided, however, that the provisions of Sections 6.1 and 7.2 shall survive such
termination and shall continue thereafter in full force and effect.



     3. Amendment of Section 6.6 of the Purchase Agreement. Section 6.6 of the Purchase
Agreement is hereby amended and restated as follows:




The Company hereby acknowledges and agrees that it shall not consummate a Public Offering or
an Offering on or prior to May 20, 2005 without consummating the transactions contemplated
hereby within the time periods set forth in Article I of this Agreement.



     4. Governing Law. This Amendment shall be exclusively governed by, construed in
accordance with, and interpreted according to the substantive law of the State of Delaware without
giving effect to the principles of conflict of laws.



 









 





     5. Counterparts. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together shall constitute one and the
same instrument. A facsimile transmission of an original signature shall be deemed to be an
original signature.



     6. Effect of Amendment. Except as may be affected by this Amendment, all of the
provisions of the Purchase Agreement shall continue in full force and effect.



     IN WITNESS WHEREOF, each of the parties hereto has duly executed this Amendment on the date
first set forth above.



	 	 	 	 	 	 	 
	 	 	OPINION RESEARCH CORPORATION
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Kevin P. Croke
	 	 	 	 	 
	

	 	 	 	Name:
	 	Kevin P. Croke
	

	 	 	 	Title:
	 	Executive Vice President and Director of Finance






      



	 	 	 	 	 	 	 	 	 
	 	 	LLR EQUITY PARTNERS, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	LLR CAPITAL, L.P.
	 	 	 	 	Its General Partner
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	LLR CAPITAL, L.L.C.
	 	 	 	 	Its General Partner
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Howard Ross
	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name:
	 	Howard Ross
	

	 	 	 	 	 	Title:
	 	Partner






      



	 	 	 	 	 	 	 	 	 
	 	 	LLR EQUITY PARTNERS PARALLEL, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	LLR CAPITAL, L.P.
	 	 	 	 	Its General Partner
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	LLR CAPITAL, L.L.C.
	 	 	 	 	Its General Partner
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Howard Ross
	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name:
	 	 Howard Ross
	

	 	 	 	 	 	Title
	 	: Partner







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