0001193125-13-217070 Sample Contracts

VOCUS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent RIGHTS AGREEMENT Dated May 13, 2013
Rights 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”).

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Vocus, Inc. 12051 Indian Creek Court Beltsville, MD 20705 | Tel: 1.800.345.5572 Fax: 301.459.2827 | www.vocus.com
Rights Agreement • May 13th, 2013 • Vocus, Inc. • Services-prepackaged software

Reference is hereby made to each of (i) that certain Rights Agreement dated May 13, 2013 (the “Rights Agreement”), between Vocus, Inc., a Delaware corporation (“Vocus”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (“AmStock”), and (ii) Sections 4 and 7(b) of that certain Certificate of Designations of Series A Convertible Preferred Stock, $.01 par value (the “Series A Certificate”), of Vocus dated February 24, 2012, copies of which are attached hereto and the respective texts of which are incorporated herein by reference.

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