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Exhibit 10.37 PURCHASE AGREEMENT This
PURCHASE AGREEMENT (the Agreement) is made this 25th day of March, 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, pursuant to a Purchase Agreement dated September 1, 2000 (the LLR Purchase
Agreement), the Sellers purchased from the Company, and the Company issued and sold to the
Sellers, the following securities: (a) 1,176,458 shares (the Initial Common Shares) of the Common
Stock, $.01 par value per share, of the Company (the Common Stock), (b) ten shares (the Series B
Preferred Shares) of the Series B Preferred Stock, par value $.01 per share, of the Company (the
Series B Preferred Stock); (c) warrants to purchase 740,500 shares of the Common Stock at a price
of $12.00 per share (the Warrants); and (d) anti dilution warrants to purchase shares of the
Common Stock at a price of $.01 per share (the Anti-Dilution Warrants); WHEREAS, the LLR Purchase Agreement grants to the Sellers, at any time on or after September
1, 2005 or earlier upon certain events, the right to exchange the Initial Common Shares for shares
of the Series C Preferred Stock, par value $.01 per share, of the Company (the Series C Preferred
Stock) on a two-for-one basis (the Exchange Rights); WHEREAS, pursuant to the LLR Purchase Agreement, the Company filed with the Secretary of State
of the State of Delaware a Certificate of Designation for the Series B Preferred Stock (the Series
B Designation) and a Certificate of Designation for the Series C Preferred Stock (the Series C
Designation) setting forth the preferences, rights and restrictions applicable to the Series B
Preferred Stock and Series C Preferred Stock, respectively; WHEREAS, each of the LLR Purchase Agreement, the certificates representing the Warrants (the
Warrant Certificates), the certificates representing the Anti-Dilution Warrants (the
Anti-Dilution Warrant Certificates), the Series B Designation, the Series C Designation, and the
other Transaction Agreements (as such term is defined in the LLR Purchase Agreement) grant various
rights to the Sellers, including, but not limited to, preemptive, registration and anti-dilution
rights, all of which rights are referred to collectively in this Agreement as the LLR Rights; WHEREAS, since September 1, 2000, the Sellers have purchased an additional 39,600 shares of
the Common Stock in the open market (the Additional Common Shares, and together with the Initial
Common Shares, the Common Shares); WHEREAS, the Company wishes to purchase from the Sellers, on the terms and subject to the
conditions set forth in this Agreement, (a) the Common Shares, except for that number of Common
Shares having a value of $2,000,000 determined as set forth herein, which shares shall be retained
by the Sellers; (b) the Series B Preferred Shares; (c) the Warrants; (d) the Anti-Dilution
Warrants; (e) the Exchange Rights; and (f) the LLR Rights (except to the extent set




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forth in Section 1.3 hereof) (all of which are collectively referred to herein as the LLR
Interests); WHEREAS, the Sellers wish to sell to the Company the LLR Interests on the terms and subject to
the conditions set forth in this Agreement; WHEREAS, the Company anticipates that it will effect a firm-commitment underwritten public
offering of shares of the Common Stock with aggregate proceeds of at least $20 million (the Public
Offering) or will otherwise consummate a sale of its equity securities (other than in connection
with the exercise of any warrants, options or other subscription or purchase rights or pursuant to
the exercise of any conversion or exchange rights outstanding as of the date hereof) with aggregate
proceeds of at least $18 million (an Offering) and that it will use a portion of the proceeds of
the Public Offering or an Offering to pay the purchase price for the LLR Interests. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
contained in this Agreement, and intending to be legally bound hereby, the parties agree as
follows: ARTICLE I
SALE AND PURCHASE OF SHARES AND WARRANTS; CLOSING 1.1 Sale and Purchase of LLR Interests. (a) Upon the terms and subject to the conditions of this Agreement, on the Closing Date (as
hereinafter defined), the Sellers shall sell and deliver to the Company and the Company shall
purchase and take from the Sellers, the following: (i) the Common Shares less the Retained Shares
(as defined below); (ii) the Series B Preferred Shares; (iii) the Warrants; (iv) the Anti-Dilution
Warrants; (v) the Exchange Rights; and (vi) the LLR Rights (except to the extent set forth in
Section 1.3 hereof). Retained Shares means a number of shares of Common Stock equal to the
quotient of $2,000,000 divided by (i) the offering price per share of the Common Stock sold in the
Public Offering, if the Closing is in connection with a Public Offering, or (ii) the Average
Closing Price of the Common Stock if the Closing is in connection with an Offering. The Average
Closing Price of the Common Stock shall mean as follows: (a) if traded through the NASDAQ National
Market, the average of the closing prices of the Common Stock over the 20 trading day period ending
the trading day immediately prior to the Closing Date; (b) if not traded through the NASDAQ
National Market, but traded on a securities exchange, the average of the closing prices of the
Common Stock over the 20 day trading period ending the trading day immediately prior to the Closing
Date; and (c) if neither (a) nor (b) is the case, but Common Stock is traded over-the-counter, the
value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable)
over the 20 trading day period ending the trading day immediately prior to the Closing Date. The
Sellers shall retain the Retained Shares out of their Common Shares. (b) The aggregate purchase price for the LLR Interests shall consist of $18,000,000 in cash
(the Purchase Price). - 2 -




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1.2 Closing. (a) The closing of the purchase and sale of the LLR Interests (the Closing) pursuant to this
Agreement shall take place on the third business day following the closing of the Public Offering
or the consummation of an Offering at the offices of Wolf, Block, Schorr and Solis-Cohen LLP, 1650
Arch Street, Philadelphia, Pennsylvania, commencing at 10:00 a.m., local time, or at such other
date, time or place as may be agreed to by the Company and the Sellers (the Closing Date). (b) At the Closing, (i) the Sellers shall deliver to the Company (a) stock certificates
representing the Common Shares, duly endorsed for transfer or accompanied with duly executed stock
transfer powers, (b) stock certificates representing the Series B Preferred Shares, duly endorsed
for transfer or accompanied with duly executed stock transfer powers, (c) the Warrants, duly
endorsed for transfer or accompanied with duly executed stock transfer powers, (d) the
Anti-Dilution Warrants, duly endorsed for transfer or accompanied with duly executed stock transfer
powers, and (e) a bill of sale in form of Exhibit A attached hereto; and (ii) the Company
shall issue and deliver to the Sellers, proportionately based on the number of shares of Common
Shares owned by them immediately prior to the Closing, stock certificates representing the Retained
Shares. Notwithstanding anything to the contrary provided herein, if any of the Warrants, the
Anti-Dilution Warrants, or the certificates representing the Common Shares or the Series B
Preferred Shares shall be lost, stolen or destroyed, the Sellers shall deliver to the Company an
affidavit of that fact and an undertaking of indemnity by the Sellers claiming such Warrants,
Anti-Dilution Warrants, or certificates representing the Common Shares or the Series B Preferred
Shares to be lost, stolen or destroyed. (c) At the Closing, the Company will deliver to the Sellers the Purchase Price, by wire
transfer of immediately available funds in U.S. dollars, to a bank in the United States specified
by the Sellers for the account of the Sellers. (d) If the Closing does not occur on or prior to May 13, 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. 1.3 Transaction Agreements. Notwithstanding anything herein to the contrary, the
Sellers shall be entitled to the rights and subject to the obligations set forth in Sections 2.4,
2.5, 2.7, and 2.13 of that certain Registration Rights Agreement, dated as of September 1, 2000, by
and among the Company and the Sellers (the Registration Rights Agreement), so long as the S-3
Registration (as that term is defined in Section 6.2 below) shall be in effect. In addition, the
parties shall continue to be indefinitely entitled to the rights set forth in Section 2.8 of the
Registration Rights Agreement (the Indemnification Rights) and the provisions of Section 3
(Miscellaneous) of the Registration Rights Agreement applicable to the enforceability of the
Indemnification Rights. Other than as set forth above, the obligations of the Sellers pursuant to
the Transaction Agreements shall terminate and be of no further force or effect as of the Closing. - 3 -




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ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLERS The Sellers jointly and severally represent and warrant to the Company as follows: 2.1 Organization and Good Standing. LLR Partners is a limited partnership duly
organized, validly existing and in good standing under the laws of the State of Delaware and has
all requisite power and authority, and all necessary licenses and permits, to own and lease its
properties and assets and to conduct its business as now conducted. LLR Parallel is a limited
partnership duly organized, validly existing and in good standing under the laws of the State of
Delaware and has all requisite power and authority, and all necessary licenses and permits, to own
and lease its properties and assets and to conduct its business as now conducted. 2.2 Authorization. Each of the Sellers has all requisite power and authority to
execute and deliver this Agreement and to carry out the transactions contemplated hereby. The
execution, delivery and performance by the Sellers of this Agreement have been duly authorized by
all requisite partnership action, and this Agreement has been duly executed and delivered by the
Sellers and constitutes the valid and binding obligation of the Sellers, enforceable against the
Sellers in accordance with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, moratorium, reorganization and other similar laws relating to or affecting the
enforcement of creditors rights generally, and except that the availability of specific
performance, injunctive relief or other equitable remedies is subject to the discretion of the
court before which any such proceeding may be brought. 2.3 Title; Liens and Encumbrances. The Sellers are the lawful owners, both
beneficially and of record, of the Common Shares, the Series B Shares, the Warrants and the
Anti-Dilution Warrants, free and clear of all liens, encumbrances and restrictions of every kind,
and such securities represent all of the securities of the Company owned by the Sellers.
Specifically, (a) LLR Partners owns 1,107,665 shares of the Common Stock, nine shares of the Series
B Preferred Stock, and Warrants to purchase up to 672,274 shares of Common Stock, and (b) LLR
Parallel owns 108,393 shares of the Common Stock, one share of the Series B Preferred Stock, and
Warrants to purchase up to 68,226 shares of the Common Stock. 2.4 Broker or Finder. No Person acting on behalf of the Sellers or under the
authority of any of the foregoing is or will be entitled to any brokers or finders fee or any
other commission or similar fee, directly or indirectly, from any of such parties in connection
with any of the transactions contemplated by this Agreement. ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to the Sellers as follows: 3.1 Organization and Good Standing; No Conflict. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of Delaware and has
all requisite power and authority, and all necessary licenses and permits, to own and lease its
properties and assets and to conduct its business as now conducted. Except as set forth below in
this Section 3.1, the execution and delivery of this Agreement by the Company and the - 4 -




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consummation by Company of the transactions contemplated hereby do not and will not violate or
result in a breach of any provision of, or constitute a default (or an event which, with notice or
lapse of time or both, would constitute a default) under, or result in the termination of, or
accelerate the performance required by, or result in a right of termination or acceleration under,
or result in the creation of any lien, security interest, charge or encumbrance upon any of the
property or assets of the Company under, any of the terms, conditions or provisions of (i) the
charter or bylaws of the Company, (ii) any statute, law, ordinance, rule, regulation, judgment,
decree, order, injunction, writ, permit or license of any court or governmental authority
applicable to the Company or any of its property or assets, or (iii) any material note, bond,
mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or
other instrument, obligation or agreement of any kind to which the Company is now a party or by
which the Company or any of its property or assets may be bound or affected. 3.2 Authorization. The Company has all requisite power and authority to execute and
deliver this Agreement and to carry out the transactions contemplated hereby. The execution,
delivery and performance by the Company of this Agreement have been duly authorized by all
requisite corporate action, and this Agreement has been duly executed and delivered by the Company
and constitutes the valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency,
moratorium, reorganization and other similar laws relating to or affecting the enforcement of
creditors rights generally, and except that the availability of specific performance, injunctive
relief or other equitable remedies is subject to the discretion of the court before which any such
proceeding may be brought. 3.3 Broker or Finder. Except in connection with the Public Offering, no Person acting
on behalf of the Company or under the authority of the Company is or will be entitled to any
brokers or finders fee or any other commission or similar fee, directly or indirectly, from any
of such parties in connection with any of the transactions contemplated by this Agreement. 3.4 Series B Preferred Stock and Series C Preferred Stock Ownership. No shares of
Series B Preferred Stock, other than the Series B Preferred Shares, are issued or outstanding. No
shares of Series C Preferred Stock are issued or outstanding. 3.5 Exempt Transactions. All necessary corporate action will be properly taken by the
Company to cause the sale of the LLR Interests, to the extent of any pecuniary interest therein of
Seth J. Lehr, to be an exempt transaction for purposes of Section 16 of the Securities Exchange Act
of 1934, as amended. ARTICLE IV
CONDITIONS PRECEDENT TO THE COMPANYS OBLIGATIONS The Companys obligation to purchase and make payment for the LLR Interests on the Closing
Date is subject to the satisfaction of each of the following conditions (subject to any waiver of
any such condition by the Company): - 5 -




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4.1 Representations and Warranties. On the Closing Date, the representations and
warranties of the Sellers contained in Article II hereof shall be true and correct in all
material respects with the same effect as though made on and as of the Closing Date. 4.2 Performance. All the covenants, agreements and conditions contained in this
Agreement to be performed or complied with by the Sellers on or prior to the Closing Date shall
have been performed or complied with in all material respects. 4.3 No Proceeding or Litigation. Except for the pending litigation captioned Cannel
Capital LLC et al vs. Opinion Research Corp. et al (the Pending Litigation), no suit, action or
other proceeding by any federal, state, local or foreign governmental authority seeking to
restrain, prevent or change the transactions contemplated hereby shall have been instituted and be
pending. 4.4 Resignation of Directors. The Company shall have received the resignations of
each of Seth J. Lehr and John J. Gavin from their positions as members of the Companys Board of
Directors. 4.5 Public Offering. The Company shall have consummated the Public Offering or an
Offering and received the net proceeds thereof. Nothing in this Agreement shall be construed to
obligate the Company to consummate either the Public Offering or an Offering. ARTICLE V
CONDITIONS PRECEDENT TO THE SELLERS OBLIGATIONS The Sellers obligation to sell the LLR Interests on the Closing Date is subject to the
satisfaction of each of the following conditions (subject to any waiver of such condition by the
Sellers): 5.1 Representations and Warranties. On the Closing Date, the representations and
warranties of the Company contained in Article III hereof shall be true and correct in all
material respects with the same effect as though made on and as of the Closing Date. 5.2 Performance. All the covenants, agreements and conditions contained in this
Agreement to be performed or complied with by the Company on or prior to the Closing Date shall
have been performed or complied with in all material respects. 5.3 No Proceeding or Litigation. Except for the Pending Litigation, no suit, action
or other proceeding by any Governmental Authority seeking to restrain, prevent or change the
transactions contemplated hereby shall have been instituted and be pending. ARTICLE VI
COVENANTS OF THE SELLERS AND THE COMPANY 6.1 Payment of Sellers Legal Fees. The Company shall pay legal fees and expenses
actually incurred by Sellers in connection with the preparation of this Agreement and the October
21, 2004 agreement among the parties with regard to the subject matter hereof (the Prior
Agreement) and the Closing of the transactions contemplated hereby and thereby, - 6 -




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whether or not the Closing occurs, provided that the Companys liability for such fees and
expenses shall not exceed $50,000 in the aggregate and that the Sellers shall provide to the
Company invoices with respect to such legal fees and expenses, which invoices shall include billing
details to the extent the disclosure of such billing details would not waive the attorney-client
privilege between the Sellers and their counsel. The payment provided for in this Section 6.1
shall be in addition to amounts payable pursuant to the indemnification agreements and obligations
provided for or referenced in Section 7.2 hereof. 6.2 Effectiveness of Registration Statement. The Company shall maintain the
effectiveness of the registration statement on Form S-3 filed by the Company with the Securities
and Exchange Commission on November 27, 2000 (SEC File No. 333-50732) (the S-3 Registration) for
a period of three months following the Closing Date. 6.3 Exercise of Anti-Dilution Warrants. For so long as this Agreement is effective,
each Seller hereby agrees that it shall not exercise any of the Anti-Dilution Warrants. 6.4 Waiver of Transfer Restrictions. In connection with the transactions contemplated
by this Agreement, the Company hereby agrees to waive compliance by the Sellers with the
restrictions imposed by the LLR Purchase Agreement on the transferability of the Common Shares
(less the Retained Shares), the Series B Preferred Shares, the Warrants and the Anti-Dilution
Warrants. 6.5 Acceleration of Vesting of Certain Options to Purchase Common Stock. Prior to the
date hereof, (i) Seth J. Lehr (Lehr), a director of the Company and an affiliate of the Sellers,
received options to purchase an aggregate of 25,000 shares of Common Stock (the Lehr Options) and
purchased 2,638 shares of Common Stock from the Company (together with the Lehr Options, the Lehr
Securities) under the Opinion Research Corporation Stock Purchase Plan for Non-Employee Directors
and Designated Employees and Consultants (the Plan); and (ii) John J. Gavin (Gavin), a director
of the Company, received options to purchase an aggregate of 25,000 shares of Common Stock (the
Gavin Options) and purchased 11,977 shares of Common Stock from the Company under the Plan
(together with the Gavin Options, the Gavin Securities). The Company hereby acknowledges and
agrees that the Lehr Securities and the Gavin Securities and any additional options granted to or
common Stock purchased by Lehr or Gavin under the Plan on or prior to the Closing Date are not
among the LLR Interests to be sold by the Sellers and purchased by the Company pursuant to this
Agreement. The Company hereby further agrees that effective upon the resignation of Lehr and Gavin
from the Companys board of directors, the Lehr Options and the Gavin Options, and any additional
options granted to them under the Plan on or prior to the Closing Date shall become fully vested
and immediately exercisable. 6.6 Public Offering and Offerings. The Company hereby acknowledges and agrees that it
shall not consummate a Public Offering or an Offering on or prior to May 15, 2005 without
consummating the transactions contemplated hereby within the time periods set forth in Article I of
this Agreement. - 7 -




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ARTICLE VII
SURVIVAL OF COVENANTS, AGREEMENTS,
REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION 7.1 Survival. All covenants, agreements, representations and warranties made herein
shall survive the Closing notwithstanding any due diligence or investigation conducted on behalf of
any party and shall not merge in the performance of any obligation by any party hereto. 7.2 Indemnification. To the maximum extent permitted by law, the Company shall
indemnify and hold harmless the Sellers and their respective partners, agents, representatives,
employees, director designees and affiliates solely from and against any and all loss, liability,
cost and expense (including, without limitation, reasonable attorneys fees, expenses and
disbursements, which shall be reimbursed as incurred) incurred by such indemnified persons,
directly or indirectly, in connection with the Pending Litigation and in connection with claims by
third parties, whether asserted or brought on, before or after the date of this Agreement
(including derivative claims on behalf of the Company) under federal or state securities laws or
under the Delaware General Corporation Law in connection with the Public Offering (to the extent it
relates to the transactions contemplated hereby or by the Prior Agreement), any Offering (to the
extent it relates to the transactions contemplated hereby or by the Prior Agreement) or the
transactions contemplated by this Agreement or by the Prior Agreement; provided, however, that in
no event shall the Sellers be entitled to indemnification hereunder if and to the extent that: (i)
such indemnification is barred by final order of a court of competent jurisdiction or determined by
final order of a court of competent jurisdiction to be unlawful; or (ii) the claims for which
indemnification is sought arise from or are related to events or circumstances that (A) constitute
a breach by the Sellers of their agreements, representations or warranties in this Agreement; or
(B) are determined by final order of a court of competent jurisdiction to constitute fraud or
willful misconduct perpetrated against the Company by the Sellers, provided that for purposes of
this Section 7.2(ii)(B), the execution of this Agreement and performance of the obligations under
this Agreement by Sellers shall not, without more, be deemed to constitute a fraud or willful
misconduct perpetrated against the Company by Sellers. The foregoing indemnification obligation
shall be in addition to and not in lieu of any indemnification obligation that the Company has to
Seth J. Lehr and John L. Gavin as a result of being or having been members of the Board of
Directors of the Company. ARTICLE VIII
MISCELLANEOUS 8.1 Specific Enforcement. The parties hereto acknowledge and agree that each would be
irreparably damaged if any of the provisions of this Agreement are not performed by the other in
accordance with their specific terms or are otherwise breached. It is accordingly agreed that each
party shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement
by the other and to enforce this Agreement and the terms and provisions thereof specifically
against the other, in addition to any other remedy to which such aggrieved party may be entitled at
law or in equity. 8.2 Severability. If any term or provision of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void, unenforceable or against its - 8 -




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regulatory policy, the remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be affected, impaired or
invalidated. 8.3 Binding Agreement. This Agreement shall be binding upon and shall inure to the
benefit of the parties and their respective successors and assigns. 8.4 Amendments. This Agreement may not be modified, amended, altered or supplemented
except by a written agreement signed by the Company and the Sellers, which shall be authorized by
all necessary corporate or partnership action, as applicable, of each party. Any party may waive
any condition to its obligations hereunder. 8.5 Notices. Every notice or other communication required or contemplated by this
Agreement to be given by a party shall be delivered either by (a) personal delivery, (b) courier
mail, or (c) facsimile addressed to the party for whom intended at the following address: To the Company:Opinion Research Corporation600 College Road East, Suite 4100Princeton, New Jersey 08540Attention: John F. Short, Chairman, President and CEOFacsimile No.: (609) 419-1830With a copy (which shall not constitute notice) to:Wolf, Block, Schorr and Solis-Cohen LLP1650 Arch Street, 22nd FloorPhiladelphia, Pennsylvania 19103Attention:. David Gitlin, Esq.Facsimile No.: (215) 405-3884To the Sellers:LLR Equity Partners, L.P.LLR Equity Partners Parallel, L.P.1150 First Avenue, Suite 100King of Prussia, Pennsylvania 19406Attention: Howard RossFacsimile No.: (215) 717-2270With a copy (which shall not constitute notice) to:Pepper Hamilton LLP3000 Two Logan Square18th & Arch StreetsPhiladelphia, PA 19103-2799Attention: Barry M. Abelson, Esq.Facsimile No.: (215) 981-4750
 - 9 -




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or at such other address as the intended recipient previously shall have designated by written
notice to the other parties. Notice by courier mail shall be effective on the date it is
officially recorded as delivered to the intended recipient by return receipt or equivalent. All
notices and other communications required or contemplated by this Agreement delivered in person or
sent by facsimile shall be deemed to have been delivered to and received by the addressee and shall
be effective on the date of personal delivery or at the time of confirmation, respectively. Notice
not given in writing shall be effective only if acknowledged in writing by a duly authorized
representative of the party to whom it was given. 8.6 Integration. This Agreement (including any Exhibits and Schedules hereto) and
other documents delivered pursuant hereto constitute the entire understanding of the parties with
respect to the subjects hereof and thereof. There are no restrictions, agreements, promises,
warranties, covenants or undertakings other than those expressly set forth herein or therein with
respect to any matter. 8.7 Waivers. No failure or delay on the part of either party in the exercise of any
power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or privilege preclude other or further exercise thereof
or of any other right, power or privilege. All rights and remedies existing under this Agreement
are cumulative to, and not exclusive of, any rights or remedies otherwise available. 8.8 Governing Law. This Agreement 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. 8.9 Counterparts. This Agreement 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. 8.10 Cooperation. The parties hereto shall each perform such acts, execute and
deliver such instruments and documents and do all such other things as may be reasonably necessary
to accomplish the transactions contemplated in this Agreement. 8.11 Section Headings and Captions. Section headings and captions used in this
Agreement are provided for convenience only and shall not affect this Agreements meaning or
interpretation. 8.12 Delivery by Facsimile. This Agreement, the agreements and instruments referred
to herein, and each other agreement or instrument entered into in connection herewith or therewith
or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and
delivered by means of a facsimile machine, shall be treated in all manner and respects as an
original agreement or instrument and shall be considered to have the same binding legal effect as
if it were the original signed version thereof delivered in person. At the request of any party
hereto or to any such agreement or instrument, each other party hereto or thereto shall - 10 -




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reexecute original forms thereof and deliver them to all other parties. No party hereto or to
any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature
or the fact that any signature or agreement or instrument was transmitted or communicated through
the use of a facsimile machine as a defense to the formation or enforceability of a contract and
each such party forever waives any such defense. 8.13 Interpretation of Agreement. The parties hereto acknowledge and agree that this
Agreement has been negotiated at arms-length and among parties equally sophisticated and
knowledgeable in the matters dealt with in this Agreement. Accordingly, any rule of law or legal
decision that would require interpretation of any ambiguities in this Agreement against the party
that has drafted it is not applicable and is waived. The provisions of this Agreement shall be
interpreted in a reasonable manner to effect the intent of the parties as set forth in this
Agreement. [Signature Page Follows] - 11 -




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IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement on the date
first set forth above. OPINION RESEARCH CORPORATIONBy:
    
    /s/ John F. ShortName:   John F. ShortTitle:     Chairman and CEOLLR EQUITY PARTNERS, L.P.By:
    
    LLR CAPITAL, L.P.Its General PartnerBy:
    
    LLR CAPITAL, L.L.C.Its General PartnerBy:
   
     /s/ Howard RossName:
    
    Howard RossTitle:
    
    PartnerLLR EQUITY PARTNERS PARALLEL, L.P.By:
    
    LLR CAPITAL, L.P.Its General PartnerBy:
    
    LLR CAPITAL, L.L.C.Its General PartnerBy:
    
    /s/ Howard RossName:
    
    Howard RossTitle:
    
    Partner
 - 12 -