EXHIBIT 1.1 5,000,000 SHARES VOCUS, INC. COMMON STOCK UNDERWRITING AGREEMENT DATED DECEMBER __, 2005 TABLE OF CONTENTSUnderwriting Agreement • December 6th, 2005 • Vocus, Inc. • Services-prepackaged software • New York
AGREEMENT OF LEASE by and between MOR FORBES LLLP (Landlord) and VOCUS, INC.(Tenant)Lease Agreement • June 15th, 2005 • Vocus, Inc. • Maryland
ARTICLE 1 EXERCISEVocus, Inc. • June 15th, 2005 • Delaware
VOCUS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent RIGHTS AGREEMENT Dated May 13, 2013Rights Agreement • May 13th, 2013 • Vocus, Inc. • Services-prepackaged software • New York
This Rights Agreement dated May 13, 2013 (the “Agreement”), is made and entered into by and between Vocus, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rights Agent”).
dated as ofAsset Purchase Agreement • June 15th, 2005 • Vocus, Inc. • Maryland
VOCUS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • December 6th, 2005 • Vocus, Inc. • Services-prepackaged software • Maryland
VOCUS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • December 6th, 2005 • Vocus, Inc. • Services-prepackaged software • Maryland
VOCUS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2014 • Vocus, Inc. • Services-prepackaged software • Maryland
This Employment Agreement (this “Agreement”), dated as of March 31, 2014 (the “Effective Date”), establishes the terms of your continued employment with Vocus, Inc., a Delaware corporation (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 20th, 2006 • Vocus, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of , 200 , by and between Vocus, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). Capitalized terms used and not otherwise defined in this Agreement have the meanings set forth in Section 10 hereof.
JOINT FILING AGREEMENTJoint Filing Agreement • February 13th, 2007 • Vocus, Inc. • Services-prepackaged software
Pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, each of the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Vocus, Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
VOCUS, INC., A Delaware Corporation Borrower AndLoan Agreement • June 15th, 2005 • Vocus, Inc. • Maryland
JOINT FILING AGREEMENTJoint Filing Agreement • February 13th, 2007 • Vocus, Inc. • Services-prepackaged software
Pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, each of the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Vocus, Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
JOINT FILING AGREEMENTJoint Filing Agreement • February 13th, 2006 • Vocus, Inc. • Services-prepackaged software
Pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, each of the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Vocus, Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
VOCUS, INC. 2005 STOCK AWARD PLAN RESTRICTED STOCK AGREEMENTAward Plan Restricted Stock Agreement • March 14th, 2008 • Vocus, Inc. • Services-prepackaged software • Delaware
Unless otherwise defined herein, the terms defined in the 2005 Stock Award Plan shall have the same defined meanings in this Restricted Stock Agreement (the “Agreement”).
VOCUS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2005 • Vocus, Inc. • Services-prepackaged software • Maryland
This Employment Agreement (this “Agreement”), dated as of December 6, 2005 (the “Effective Date”), establishes the terms of your continued employment with Vocus, Inc., a Delaware corporation (the “Company”).
EXHIBIT 10.9 THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of December 20, 2004 (this "AGREEMENT"), is entered into by and among Vocus, Inc., a Delaware corporation...Registration Rights Agreement • June 15th, 2005 • Vocus, Inc. • Delaware
STOCK REDEMPTION AGREEMENTStock Redemption Agreement • August 5th, 2005 • Vocus, Inc. • Services-prepackaged software • Delaware
This STOCK REDEMPTION AGREEMENT (the “Agreement”) is made and effective as of July 1, 2005 (the “Effective Date”), by and among Vocus, Inc., a Delaware corporation (the “Corporation”), and Robert Lentz (the “Stockholder”; each of the Stockholder and the Corporation individually, a “Party”; and the Stockholder and the Corporation together, the “Parties”).
VOCUS, INC.Restricted Stock Unit Agreement • March 7th, 2014 • Vocus, Inc. • Services-prepackaged software • Delaware
Unless otherwise defined herein, the terms defined in the Vocus, Inc. 2005 Stock Award Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Unit Agreement (the “Agreement”).
VOCUS, INC.Restricted Stock Agreement • March 7th, 2014 • Vocus, Inc. • Services-prepackaged software • Delaware
Unless otherwise defined herein, the terms defined in the 2005 Stock Award Plan shall have the same defined meanings in this Restricted Stock Agreement (the “Agreement”).
SEPARATION AGREEMENT AND RELEASEEmployment Agreement • February 5th, 2008 • Vocus, Inc. • Services-prepackaged software • Maryland
This Agreement (“Agreement”) is entered into this day of February 2008 (the “Effective Date”), by and between Vocus, Inc. (“Vocus”) and Robert Lentz (“Employee”).
LOAN AGREEMENTLoan Agreement • February 28th, 2012 • Vocus, Inc. • Services-prepackaged software • New York
This Loan Agreement (the “Agreement”) dated as of February 27, 2012 is between Bank of America, N.A. (the “Bank”) and Vocus, Inc., a Delaware corporation (the “Borrower”).
AMENDED AND RESTATED AGREEMENTAmended and Restated Agreement • March 2nd, 2007 • Vocus, Inc. • Services-prepackaged software • New York
THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) is made and is effective as of the 1st day of August, 2006 (the “Effective Date”), by and between Vocus, Inc., a Delaware corporation (“Vocus”) and PR Newswire Association LLC, a Delaware limited liability company (“PR Newswire”; PR Newswire and Vocus sometimes individually referred to as “Party” and collectively as “Parties”).
VOCUS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • April 7th, 2014 • Vocus, Inc. • Services-prepackaged software • New York
This First Amendment, dated as of April 6, 2014 (this “Amendment”), to that certain Rights Agreement, dated as of May 13, 2013 (the “Rights Agreement”), is between Vocus, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”), and shall be effective immediately prior to the execution and delivery by the Company, Parent and Purchaser of the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) to be entered into by and among the Company, GTCR Valor Companies, Inc., a Delaware corporation (“Parent”) and GTCR Valor Merger Sub, Inc., a Delaware corporation (“Purchaser”); provided, however, that the effectiveness of this Amendment is expressly conditioned on the execution and delivery of the Merger Agreement by the Company, Parent and Purchaser; provided further, however, that if the Merger Agreement terminates or is terminated in accordance with t
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 6th, 2005 • Vocus, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of December , 2005, by and between Vocus, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). Capitalized terms used and not otherwise defined in this Agreement have the meanings set forth in Section 10 hereof.
5,000,000 Shares VOCUS, INC. COMMON STOCK UNDERWRITING AGREEMENT Dated December 6, 2005Underwriting Agreement • December 12th, 2005 • Vocus, Inc. • Services-prepackaged software • New York
Thomas Weisel Partners LLC RBC Capital Markets Corporation Wachovia Capital Markets, LLC William Blair & Company, L.L.C. As Representatives of the several Underwriters c/o Thomas Weisel Partners LLC One Montgomery Street, Suite 3700 San Francisco, California 94104
Vocus, Inc.Stock Award Plan • March 2nd, 2007 • Vocus, Inc. • Services-prepackaged software • Delaware
Unless otherwise defined herein, the terms defined in the 2005 Stock Award Plan shall have the same defined meanings in this Stock Option Agreement.
VOCUS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • July 20th, 2006 • Vocus, Inc. • Services-prepackaged software • Maryland
This Employment Agreement (this “Agreement”), dated as of , 2006 (the “Effective Date”), establishes the terms of your employment with Vocus, Inc., a Delaware corporation (the “Company”).
OEM LICENSE AGREEMENTOem License Agreement • March 29th, 2006 • Vocus, Inc. • Services-prepackaged software • Virginia
This OEM License Agreement (this “Agreement”) is entered into as of this 1st day of March, 2006 (“Effective Date”) by and between Moreover Technologies, Inc., a Delaware corporation, with offices at 330 Pine Street, San Francisco, California 94104 (“Moreover”) and Vocus, Inc., a Delaware corporation, with offices at 4296 Forbes Boulevard, Lanham, Maryland 20706 (“OEM”).
Vocus, Inc.Stock Award Plan • March 2nd, 2007 • Vocus, Inc. • Services-prepackaged software • Delaware
Unless otherwise defined herein, the terms defined in the 2005 Stock Award Plan shall have the same defined meanings in this Stock Option Agreement.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 28th, 2012 • Vocus, Inc. • Services-prepackaged software • Delaware
Exhibit A-1 — Form of First Certificate of Merger Exhibit A-2 — Form of Second Certificate of Merger Exhibit B — Form of Series A Certificate of Designations Exhibit C — Form of Investors’ Rights Agreement Exhibit D — Form of Restrictive Covenants Agreement Exhibit E-1 — Form of Employment Agreement (Allis) Exhibit E-2 — Form of Employment Agreement (Oakley) Exhibit F-1 — Form of Surrender Agreement (Accredited Equityholder)
ASSET PURCHASE AGREEMENT Among VOCUS, INC., as Buyer and NORTH VENTURE PARTNERS, LLC as Seller and ALEX BERNSTEIN and DAVID BRODY as Members of SellerAsset Purchase Agreement • March 1st, 2011 • Vocus, Inc. • Services-prepackaged software • Maryland
This Asset Purchase Agreement (the “Agreement”) is made and entered into as of the 24th day of February, 2011 by and among Vocus, Inc., a Delaware corporation (the “Buyer”), North Venture Partners, LLC, a California limited liability company (the “Company” or “Seller”), and Alex Bernstein and David Brody, the members of the Company (the “Members”). Capitalized terms used and not otherwise defined in this Agreement shall have the meanings given to them in Exhibit A attached hereto.
VOCUS, INC.Stock Option Agreement • March 7th, 2014 • Vocus, Inc. • Services-prepackaged software • Delaware
Unless otherwise defined herein, the terms defined in the 2005 Stock Award Plan shall have the same defined meanings in this Stock Option Agreement.
AGREEMENTExecution Copy • August 5th, 2005 • Vocus, Inc. • Services-prepackaged software • New York
THlS AGREEMENT (the “Agreement”) is made and is effective as of the 14th day of March, 2001 (the “Effective Date”), by and between Vocus, Inc., a Delaware corporation (“Vocus”) and PR Newswire Association, Inc., a Delaware corporation (“PRN”; PRN and Vocus sometimes individually referred to as “Party” and collectively as “Parties”).
SECOND AMENDMENTSecond Amendment • April 10th, 2014 • Vocus, Inc. • Services-prepackaged software • New York
THIS SECOND AMENDMENT (this “Amendment”) dated as of April 9, 2014 to the Loan Agreement referenced below is between Vocus, Inc., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto and Bank of America, N.A. (the “Bank”).
Date: Monday, April 7, 2014 To: All Vocus employees From: Rick Rudman, CEO Vocus Subject: Vocus announcementVocus, Inc. • April 7th, 2014 • Services-prepackaged software
