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Exhibit 4.1




FIFTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

VOCUS, INC.




     Vocus, Inc. (the “Corporation”), a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:



     1. The name of the Corporation is Vocus, Inc. The original Certificate of Incorporation of
the Corporation was filed with the Secretary of State of the State of Delaware on July 1, 1999.



     2. The following Fifth Amended and Restated Certificate of Incorporation has been duly adopted
by the unanimous written consent of the Board of Directors of the Corporation and the written
consent of the stockholders of the Corporation in accordance with and pursuant to the provisions of
Sections 242 and 245 of the General Corporation Law of the State of Delaware.



     3. The text of the Certificate of Incorporation is hereby amended and restated in its entirety
as follows:



“ARTICLE I

NAME




     The name of the Corporation is Vocus, Inc. (the “Corporation”).



ARTICLE II

REGISTERED OFFICE AND AGENT




     The address of the Corporation’s registered office in the State of Delaware is 1209 Orange
Street, City of Wilmington, County of New Castle. The name of its registered agent at such address
is The Corporation Trust Company.



ARTICLE III

PURPOSE




     The purpose of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of Delaware (the
“DGCL”).



ARTICLE IV

CAPITAL STOCK




     The total number of shares of all classes of capital stock which the Corporation shall have
authority to issue is One Hundred Million (100,000,000) shares, of which:



          Ninety Million (90,000,000) shares, par value $0.01 per share, shall be shares of common stock
(the “Common Stock”); and


 









 








          Ten Million (10,000,000) shares, par value $0.01 per share, shall be shares of preferred
stock (the “Preferred Stock”).




     (A) Common Stock. Except as (i) otherwise required by law or (ii)
expressly provided in this Fifth Amended and Restated Certificate of Incorporation (as
amended from time to time), each share of Common Stock shall have the same powers,
rights and privileges and shall rank equally, share ratably and be identical in all
respects as to all matters.



          (1) Dividends. Subject to the rights of the holders of Preferred Stock, and to the
other provisions of this Fifth Amended and Restated Certificate of Incorporation (as
amended from time to time), holders of Common Stock shall be entitled to receive equally,
on a per share basis, such dividends and other distributions in cash, securities or other
property of the Corporation as may be declared thereon by the Board of Directors from time
to time out of assets or funds of the Corporation legally available therefor.




          (2) Voting Rights. At every annual or special meeting of stockholders of the
Corporation, each holder of Common Stock shall be entitled to cast one (1) vote for each
share of Common Stock standing in such holder’s name on the stock transfer records of the
Corporation.




          (3) Liquidation Rights. In the event of any liquidation, dissolution or winding up
of the affairs of the Corporation, whether voluntary or involuntary, after payment or
provision for payment of the Corporation’s debts and amounts payable upon shares of
Preferred Stock entitled to a preference, if any, over holders of Common Stock upon such
dissolution, liquidation or winding up, the remaining net assets of the Corporation shall
be distributed among holders of shares of Common Stock equally on a per share basis. A
merger or consolidation of the Corporation with or into any other corporation or other
entity, or a sale or conveyance of all or any part of the assets of the Corporation (which
shall not in fact result in the liquidation of the Corporation and the distribution of
assets to its stockholders) shall not be deemed to be a voluntary or involuntary
liquidation or dissolution or winding up of the Corporation within the meaning of this
Paragraph (A)(3).




     (B) Preferred Stock. The Board of Directors is authorized, subject to
limitations prescribed by law, to provide by resolution or resolutions for the issuance
of shares of Preferred Stock in one or more series, to establish the number of shares to
be included in each such series, and to fix the voting powers (if any), designations,
powers, preferences, and relative, participating, optional or other rights, if any, of
the shares of each such series, and any qualifications, limitations or restrictions
thereof. Irrespective of the provisions of Section 242(b)(2) of the DGCL, the number of
authorized shares of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the holders of a
majority in voting power of the stock of the Corporation entitled to vote, without the
separate vote of the holders of the Preferred Stock as a class.



ARTICLE V

BOARD OF DIRECTORS




     (A) Management. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors. The Board of Directors may
exercise all such



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authority and powers of the Corporation and do all such lawful acts and things as are not by statute or this Fifth Amended and Restated Certificate of Incorporation directed or required to be exercised or done by the stockholders.




     (B) Number of Directors. The number of directors of the Corporation shall
be fixed from time to time in the manner provided in the Amended and Restated Bylaws.



     (C) Newly-Created Directorships and Vacancies. Subject to the rights of
the holders of any series of Preferred Stock then outstanding, newly created
directorships resulting from any increase in the number of directors or any vacancies in
the Board of Directors resulting from death, resignation, retirement, disqualification,
removal from office or any other cause may be filled by the Board of Directors, provided
that a quorum is then in office and present, or by a majority of the directors then in
office, if less than a quorum is then in office, or by the sole remaining director.
Directors elected to fill a newly created directorship or other vacancies shall hold
office until such director’s successor has been duly elected and qualified or until his
or her earlier death, resignation or removal as hereinafter provided.



     (D) Removal of Directors. Subject to the rights of the holders of any
series of Preferred Stock then outstanding, any director may be removed from office at
any time for cause, at a meeting called for that purpose, and only by the affirmative
vote of the holders of at least 66-2/3% of the voting power of all shares of the
Corporation entitled to vote generally in the election of directors, voting together as
a single class.



     (E) Rights of Holders of Preferred Stock. Notwithstanding the foregoing
provisions of this Article V, whenever the holders of one or more series of
Preferred Stock issued by the Corporation shall have the right, voting separately or
together by series, to elect directors at an annual or special meeting of stockholders,
the election, term of office, filling of vacancies and other features of such
directorship shall be governed by the rights of such Preferred Stock as set forth in the
certificate of designations governing such series.



     (F) Written Ballot Not Required. Elections of directors need not be by
written ballot unless the Amended and Restated Bylaws of the Corporation shall otherwise
provide.



     (G) Bylaws. The Board of Directors is expressly authorized to adopt, amend
or repeal the bylaws of the Corporation. Any bylaws made by the directors under the
powers conferred hereby may be amended or repealed by the directors or by the
stockholders. Notwithstanding the foregoing and anything contained in this Fifth
Amended and Restated Certificate of Incorporation to the contrary, the bylaws of the
Corporation shall not be amended or repealed by the stockholders, and no provision
inconsistent therewith shall be adopted by the stockholders, without the affirmative
vote of the holders of 66-2/3% of the voting power of all shares of the Corporation
entitled to vote generally in the election of directors, voting together as a single
class.



     (H) Classification of Directors. At each annual meeting of stockholders,
directors of the Corporation shall be elected to hold office until the expiration of the
term for which they are elected, and until their successors have been duly elected and
qualified; except that if any such election shall be not so held, such election shall
take place at a stockholders’ meeting called and



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held in accordance with the DGCL. The directors of the Corporation shall be divided into three classes as nearly equal in size
as is practicable, hereby designated Class I, Class II and Class III. The term of
office of the initial Class I directors shall expire at the next succeeding annual
meeting of stockholders, the term of office of the initial Class II directors shall
expire at the second succeeding annual meeting of stockholders and the term of office of
the initial Class III directors shall expire at the third succeeding annual meeting of
the stockholders. The initial classification of directors shall be determined in
accordance with a resolution or resolutions adopted by the Board of Directors. At each
annual meeting after the first annual meeting of stockholders, directors to replace
those of a Class whose terms expire at such annual meeting shall be elected to hold
office until the third succeeding annual meeting and until their respective successors
shall have been duly elected and qualified. If the number of directors is hereafter
changed, any newly created directorships or decrease in directorships shall be so
apportioned among the classes as to make all classes as nearly equal in number as
practicable.




ARTICLE VI

LIMITATION OF LIABILITY




     A director of the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director; provided,
however, that the foregoing shall not eliminate or limit the liability of a director (i) for
any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which
the director derived an improper personal benefit. If the DGCL is hereafter amended to permit
further elimination or limitation of the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the DGCL as so amended. Any repeal or modification of this Article VI by
the stockholders of the Corporation or otherwise shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal or
modification.



ARTICLE VII

INDEMNIFICATION




     Each person who was or is made a party or is threatened to be made a party to or is involved
(including, without limitation, as a witness) in any actual or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative (hereinafter a
“proceeding”), by reason of the fact that he is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation or of a
partnership, limited liability company, joint venture, trust or other entity, including service
with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis
of such proceeding is alleged action in an official capacity as a director or officer or in any
other capacity while so serving, shall be indemnified and held harmless by the Corporation to the
full extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than said law permitted the Corporation to provide prior to
such amendment), or by other applicable law as then in effect, against all costs, expenses,
liabilities and losses (including attorneys’ fees and related costs, judgments, fines, excise taxes
or penalties



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under the Employee Retirement Income Security Act of 1974, as amended from time to
time (“ERISA”), penalties and amounts paid or to be paid in settlement) actually and
reasonably incurred or suffered by such Indemnitee in connection therewith, and such
indemnification shall continue as to a person who has ceased to be a director, officer, partner,
member or trustee and shall inure to the benefit of his or her heirs, executors and administrators.
Each person who is or was serving as a director or officer of a subsidiary of the Corporation
shall be deemed to be serving, or have served, at the request of the Corporation.




     (A) Procedure. Any indemnification (but not advancement of expenses) under this
Article VII (unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director or officer is proper
in the circumstances because he or she has met the applicable standard of conduct set forth in the
DGCL, as the same exists or hereafter may be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader indemnification rights
than said law permitted the Corporation to provide prior to such amendment). Such determination
shall be made with respect to a person who is a director or officer at the time of such
determination (1) by a majority vote of the directors who were not parties to such proceeding (the
“Disinterested Directors”), even though less than a quorum, (2) by a committee of
Disinterested Directors designated by a majority vote of Disinterested Directors, even though less
than a quorum, (3) if there are no such Disinterested Directors, or if such Disinterested Directors
so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.



     (B) Advances for Expenses. Expenses (including attorneys’ fees, costs and charges)
incurred by a director or officer of the Corporation in defending a proceeding shall be paid by the
Corporation in advance of the final disposition of such proceeding upon receipt of an undertaking
by or on behalf of the director or officer to repay all amounts so advanced in the event that it
shall ultimately be determined that such director or officer is not entitled to be indemnified by
the Corporation as authorized in this Article VII. The majority of the Disinterested
Directors may, in the manner set forth above, and upon approval of such director or officer of the
Corporation, authorize the Corporation’s counsel to represent such person, in any proceeding,
whether or not the Corporation is a party to such proceeding.



     (C) Procedure for Indemnification. Any indemnification or advance of expenses
(including attorney’s fees, costs and charges) under this Article VII shall be made
promptly, and in any event within sixty (60) days upon the written request of the director or
officer (and, in the case of advance of expenses, receipt of a written undertaking by or on behalf
of Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is not entitled to be
indemnified therefor pursuant to the terms of this Article VII). The right to
indemnification or advances as granted by this Article VII shall be enforceable by the
director or officer in any court of competent jurisdiction, if the Corporation denies such request,
in whole or in part, or if no disposition thereof is made within sixty (60) days. Such person’s
costs and expenses incurred in connection with successfully establishing his/her right to
indemnification, in whole or in part, in any such action shall also be indemnified by the
Corporation. It shall be a defense to any such action (other than an action brought to enforce a
claim for the advance of expenses (including attorney’s fees, costs and charges) under this
Article VII where the required undertaking, if any, has been received by the Corporation)
that the claimant has not met the standard of conduct set



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forth in the DGCL, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), but the burden of proving such defense shall
be on the Corporation. Neither the failure of the Corporation (including its Board of Directors,
its independent legal counsel and its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in the circumstances
because he/she has met the applicable standard of conduct set forth in the DGCL, as the same exists
or hereafter may be amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), nor the fact that there has been an actual
determination by the Corporation (including its Board of Directors, its independent legal counsel
and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not met the applicable standard
of conduct.




     (D) Other Rights; Continuation of Right to Indemnification. The indemnification and
advancement of expenses provided by this Article VII shall not be deemed exclusive of any
other rights to which a person seeking indemnification or advancement of expenses may be entitled
under any law (common or statutory), bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his/her official capacity and as to action in another
capacity while holding office or while employed by or acting as agent for the Corporation, and
shall continue as to a person who has ceased to be a director or officer, and shall inure to the
benefit of the estate, heirs, executors and administers of such person. All rights to
indemnification under this Article VII shall be deemed to be a contract between the
Corporation and each director or officer of the Corporation who serves or served in such capacity
at any time while this Article VII is in effect. Any repeal or modification of this
Article VII or any repeal or modification of relevant provisions of the DGCL or any other
applicable laws shall not in any way diminish any rights to indemnification of such director or
officer or the obligations of the Corporation arising hereunder with respect to any proceeding
arising out of, or relating to, any actions, transactions or facts occurring prior to the final
adoption of such modification or repeal. For the purposes of this Article VII, references
to “the Corporation” include all constituent corporations absorbed in a consolidation or merger as
well as the resulting or surviving corporation, so that any person who, following such
consolidation or merger, is a director or officer of such a constituent corporation or is serving
at the request of such constituent corporation as a director or officer of another corporation,
partnership, joint venture, trust or other entity shall stand in the same position under the
provisions of this Article VII, with respect to the resulting or surviving corporation during the period following such consolidation or
merger, as he would if he/she had served the resulting or surviving corporation in the same
capacity.



     (E) Insurance. The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was or has agreed to become a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other entity, against any liability
asserted against him and incurred by him or on his behalf in any such capacity, or arising out of
his status



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as such, whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article VII.




     (F) Savings Clause. If this Article VII or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each person entitled to indemnification under the first paragraph of this
Article VII as to all costs, expenses, liabilities and losses (including attorneys’ fees
and related costs, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid
or to be paid in settlement) actually and reasonably incurred or suffered by such person and for
which indemnification is available to such person pursuant to this Article VII to the full
extent permitted by any applicable portion of this Article VII that shall not have been
invalidated and to the full extent permitted by applicable law.



ARTICLE VIII

ACTION BY WRITTEN CONSENT/SPECIAL MEETINGS OF STOCKHOLDERS




     Notwithstanding any provision of the Amended and Restated Bylaws of the Corporation, for so
long as either the Corporation’s Common Stock is registered under Section 12 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or the Corporation is required to
file periodic reports with the Securities and Exchange Commission pursuant to Section 15(d) of the
Exchange Act with respect to the Corporation’s Common Stock: (i) the stockholders of the
Corporation may not take any action by written consent in lieu of a meeting, and must take any
actions at a duly called annual or special meeting of stockholders and the power of stockholders to
consent in writing without a meeting is specifically denied and (ii) special meetings of
stockholders of the Corporation may be called only by either the Board of Directors pursuant to a
resolution adopted by the affirmative vote of the majority of the total number of directors then in
office or by the chief executive officer of the Corporation.



ARTICLE IX

AMENDMENT




     The Corporation reserves the right to amend, alter, change or repeal any provision contained
in this Fifth Amended and Restated Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders herein are granted subject to
this reservation. Notwithstanding any other provision of this Fifth Amended and Restated
Certificate of Incorporation or the Amended and Restated Bylaws of the Corporation, and
notwithstanding the fact that a lesser percentage or separate class vote may be specified by law,
this Fifth Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws of the Corporation or otherwise, but in addition to any affirmative vote of the holders
of any particular class or series of the capital stock required by law, this Fifth Amended and
Restated Certificate of Incorporation, the Amended and Restated Bylaws of the Corporation or
otherwise, the affirmative vote of the holders of at least 66-2/3% of the voting power of all
shares of the Corporation entitled to vote generally in the election of directors, voting together
as a single class, shall be required to adopt any provision inconsistent with, to amend or repeal
any provision of, or to adopt a bylaw inconsistent with, Articles V, VI,
VII, VIII or IX of this Fifth Amended and Restated Certificate of
Incorporation.”



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* * *




     IN WITNESS WHEREOF, the Corporation has caused this Fifth Amended and Restated Certificate of
Incorporation to be signed by the Secretary this 8th day of December, 2005.



	 	 	 	 	 
	 	 	 
	 	     /s/ Steve Vintz
 	 
	 	Steve Vintz, Secretary      	 
	 	 	 
	 




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