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
AGREEMENT AND PLAN OF MERGER by and among GTCR VALOR COMPANIES, INC., GTCR VALOR MERGER SUB, INC. and VOCUS, INC. April 6, 2014Agreement and Plan of Merger • April 7th, 2014 • Vocus, Inc. • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 6, 2014 (this “Agreement”), 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 VOCUS, INC., a Delaware corporation (the “Company”). Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in ARTICLE I.
