TENDER AND SUPPORT AGREEMENTTender and Support Agreement • April 18th, 2014 • GTCR Valor Merger Sub, Inc. • Services-prepackaged software • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 6, 2014, is entered into by and among OKUMUS FUND MANAGEMENT LTD., a corporation incorporated under the laws of the Cayman Islands (“Stockholder”), GTCR VALOR COMPANIES, INC., a Delaware corporation (“Parent”), and GTCR VALOR MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”).
STOCK PURCHASE, NON-TENDER AND SUPPORT AGREEMENTStock Purchase Agreement • April 18th, 2014 • GTCR Valor Merger Sub, Inc. • Services-prepackaged software • Delaware
This STOCK PURCHASE, NON-TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 6, 2014, is entered into by and among GTCR Valor Companies, Inc., a Delaware corporation (“Parent”), GTCR Valor Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Purchaser”), and JMI Equity Fund VI, L.P., a Delaware limited partnership (the “Investor”), a stockholder of Vocus, Inc., a Delaware corporation (the “Company”) (each, a “Party”, and collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
Limited GuarantyLimited Guaranty • April 18th, 2014 • GTCR Valor Merger Sub, Inc. • Services-prepackaged software • Delaware
This Limited Guaranty, dated as of April 6, 2014 (this “Guaranty”), by GTCR Fund X/A AIV LP (the “Guarantor”) is made in favor of Vocus, Inc., a Delaware corporation (the “Company”). Reference is made to the Agreement and Plan of Merger, dated as of April 6, 2014 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, GTCR Valor Companies, Inc., a Delaware corporation and an indirect subsidiary of the Guarantor (“Parent”), and GTCR Valor Merger Sub, Inc., a newly-formed Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
Re: Amendment to Non-Disclosure AgreementNon-Disclosure Agreement • April 18th, 2014 • GTCR Valor Merger Sub, Inc. • Services-prepackaged software • Delaware
Reference is made to that certain Non-Disclosure Agreement, dated December 20, 2013 (the “Non-Disclosure Agreement”), by and between Vocus, Inc. (the Company”) and GTCR LLC (“GTCR”), a copy of which is attached hereto as Exhibit A. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Non-Disclosure Agreement.
GTCR FUND X/A AIV LP C/O GTCR LLC SUITE 5600 CHICAGO, ILLINOIS 60654 April 6, 2014Merger Agreement • April 18th, 2014 • GTCR Valor Merger Sub, Inc. • Services-prepackaged software
March 8, 2014 PRIVATE AND CONFIDENTIAL Vocus, Inc. 12051 Indian Creek Court Beltsville, MD 20705Exclusivity Agreement • April 18th, 2014 • GTCR Valor Merger Sub, Inc. • Services-prepackaged software
This letter agreement sets forth our understanding with respect to certain matters relating to our negotiations regarding a possible transaction (the “Possible Transaction”) between Vocus Inc. (the “Company”) and certain entities to be formed by GTCR LLC (the “Sponsor”). To complete our confirmatory due diligence and definitive documentation in an expedited manner, we require that the Company enter into a period of exclusivity with the Sponsor. During the Exclusivity Period, the Sponsor and its advisors will work diligently on all outstanding items to drive the transaction towards completion. The Sponsor and the Company hereby agree as set forth below.
December 20, 2013 PRIVATE AND CONFIDENTIAL Mr. Mark Anderson, Managing Director Mr. Lawrence Fey, Principal Mr. Stephen Master, Vice President GTCR LLC Suite 5600 Chicago, IL 60654 Re: Non-Disclosure Agreement Gentlemen:Non-Disclosure Agreement • April 18th, 2014 • GTCR Valor Merger Sub, Inc. • Services-prepackaged software • Delaware
In connection with your consideration of a potential consensual transaction negotiated directly by and between Vocus, Inc., a Delaware corporation (“Vocus” and collectively with its subsidiaries, the “Company,” “we” or “our”), and you (a “Transaction”), we are prepared to make certain information available to you concerning the business, financial condition, operations, assets, prospects and liabilities of the Company. As a condition to our furnishing any such information to you and your Representatives (as defined below), you agree to treat such information in strict confidence in accordance with the provisions of this Non-Disclosure Agreement (this “Agreement”), and to take or refrain from taking the other actions as hereinafter expressly set forth.
