EX-4.1






VOCUS, INC.




CERTIFICATE OF DESIGNATION




OF




SERIES A CONVERTIBLE PREFERRED STOCK

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware




Vocus, Inc., a Delaware corporation (the “Company”), hereby certifies that:



A. The Fifth Amended and Restated Certificate of Incorporation of the Company (the
“Certificate of Incorporation”) fixes the total number of shares of capital stock that the Company
shall have the authority to issue at 90,000,000 shares of common stock, par value $0.01 per share,
and 10,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”).



B. The Certificate of Incorporation expressly vests the Board of Directors of the Company (the
“Board of Directors”) with authority from time to time to provide by resolution or resolutions for
the issuance of shares of the undesignated 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 thereof, and such
of the designations, powers, preferences and relative, participating, optional or other rights of
the shares of each such series, and any qualifications, limitations or restrictions thereof.



C. Pursuant to the authority vested in the Board of Directors by the Certificate of
Incorporation, the Board of Directors, by action duly taken on February 23, 2012, adopted
resolutions establishing a series of undesignated Preferred Stock and fixing the designation,
powers, preferences and rights of the shares of this series of Preferred Stock and the
qualifications, limitations or restrictions thereof as follows:



Section 1. Designation; Number of Shares.



The designation of the series of Preferred Stock shall be “Series A Convertible Preferred
Stock” (the “Series A Convertible Preferred Stock”). The number of authorized shares of Series A
Convertible Preferred Stock shall be one million (1,000,000). Unless otherwise indicated,
references to “Sections” or “Subsections” in this Certificate of Designation refer to sections and
subsections of this Certificate of Designation.



Section 2. Definitions.



Unless the context otherwise requires, each of the terms defined in this Section 2 shall have,
for all purposes of this Certificate of Designation, the meaning herein specified (with terms
defined in the singular having comparable meanings when used in the plural):



“Available Cash” means the cash, cash equivalents and short-term investments of the Company
and its subsidiaries in excess of $5,000,000.



“Board of Directors” means the Board of Directors of the Company.



“Business Day” means a day other than a Saturday, Sunday or other day on which commercial
banks in New York, New York are required by law to close.



“By-Laws” means the Company’s Amended and Restated By-Laws, as in effect on the date of this
Certificate of Designation and as subsequently duly amended or restated.



“Capital Stock” means any and all shares, interests, participations or other equivalents
(however designated) of capital stock in the Company and any rights, warrants or options to acquire
an equity interest in the Company.



“Certificate of Incorporation” means the Company’s Fifth Amended and Restated Certificate of
Incorporation, as in effect on the date of this Certificate of Designation and as subsequently duly
amended or restated.



“Common Share Equivalents” means securities, options, warrants, derivatives, debt instruments
or other rights convertible into, or exercisable or exchangeable for, or entitling the holder
thereof to receive directly or indirectly, shares of Common Stock.



“Common Stock” means the common stock, $0.01 par value per share, of the Company or any other
Capital Stock into which such shares of common stock shall be reclassified or changed.



“Common Stock Transfer Agent” has the meaning set forth in Section 6(c) hereof.



“Company” means Vocus, Inc., a Delaware corporation, and its successors and assigns. 



“Company’s Organizational Documents” means the Certificate of Incorporation, this Certificate
of Designation, any other certificate of designations that becomes part of the Certificate of
Incorporation after the date of this Certificate of Designation, and the By-Laws.



“Conversion Number” has the meaning set forth in Section 6(a) hereof.



“Conversion Shares” means the shares of Common Stock issuable upon conversion of Series A
Convertible Preferred Stock.



“Conversion Value” means, in the case of any Liquidation Event, for each share of Series A
Convertible Preferred Stock outstanding, the amount that would be payable to the holder thereof
upon the consummation of such Liquidation Event if such shares of Series A Convertible Preferred
Stock were converted into the number of Conversion Shares into which such share of Series A
Convertible Preferred Stock may be converted immediately prior to the consummation of such
Liquidation Event.



“Converted Shares” has the meaning set forth in Section 6(b).



“Converting Shares” has the meaning set forth in Section 6(b).



“Covered Persons” has the meaning set forth in Section 13.



“Director Cessation Date” means the first date following the Issue Date on which the aggregate
number of shares of Common Stock into which the then outstanding shares of Series A Convertible
Preferred Stock are then convertible represent less than five percent (5%) of the sum of (i) the
aggregate number of shares of Common Stock then outstanding plus (ii) the aggregate number of
shares of Common Stock into which the then outstanding shares of Series A Convertible Preferred
Stock are then convertible.



“Escrow Agent” has the meaning set forth in Section 3(c) hereof.



“Excluded Opportunity” has the meaning set forth in Section 13.



“Holders” means the record holders of the shares of Series A Convertible Preferred Stock, as
shown on the books and records of the Company.



“Issue Date” means the date on which the Company issues the first share of Series A
Convertible Preferred Stock.



“Liquidation Event” means each of the following events, unless the holders of a majority of
the then outstanding shares of Series A Convertible Preferred Stock elect otherwise by written
notice sent to the Company at least ten (10) days prior to the effective date of any such event:



(i) any merger or consolidation in which (A) the Company is a constituent party or (B) a
subsidiary of the Company is a constituent party and the Company issues shares of its capital stock
pursuant to such merger or consolidation, in each case except any such merger or consolidation
involving the Company or a subsidiary in which the shares of capital stock of the Company
outstanding immediately prior to such merger or consolidation continue to represent, or are
converted into or exchanged for shares of capital stock that represent, immediately following such
merger or consolidation, a majority, by voting power or value, of the capital stock of (1) the
surviving or resulting entity or (2) if the surviving or resulting entity is a wholly-owned
subsidiary of another entity immediately following such merger or consolidation, the ultimate
parent entity of such surviving or resulting entity;



(ii) the sale, lease, transfer, exclusive license or other disposition, in a single
transaction or series of related transactions, by the Company or any subsidiary of the Company of
all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the
sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Company if
substantially all of the assets of the Company and its subsidiaries taken as a whole are held by
such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or
other disposition is to a subsidiary of the Company in which the Company owns, directly or
indirectly, at least 80% of the outstanding capital stock, membership interests or other equity
interests;



(iii) any acquisition of shares representing a majority of the voting power or value of the
Company’s Capital Stock by a single Person or group (within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended); or



(iv) the liquidation, dissolution or winding up of the Company.



“Liquidation Preference” has the meaning set forth in Section 5(a) hereof.



“Market Price” means (i) if traded on a securities exchange, the average of the closing prices
of the Common Stock on such securities exchange over the 30-day period ending three days prior to
the date of determination; (ii) if actively traded over-the-counter, the average of the closing bid
prices of the Common Stock over the 30-day period ending three days prior to the date of
determination; or (iii) if there is no active public market, the fair market value of a share of
Common Stock, as determined in good faith by the Board of Directors.



“Maximum Number” has the meaning set forth in Section 3(a) hereof.



“Person” includes all natural persons, corporations, business trusts, limited liability
companies, associations, companies, partnerships, joint ventures and other entities, as well as
governments and their respective agencies and political subdivisions.



“Redemption Date” has the meaning set forth in Section 3(a) hereof.



“Redemption Notice” has the meaning set forth in Section 3(a) hereof.



“Series A Convertible Preferred Stock” has the meaning set forth in Section 1 hereof.



“Series A Director” means each individual elected by the Holders to serve as a member of the
Board of Directors pursuant to the terms and subject to the conditions of Section 8 hereof.



“Stated Value” means for each share of Series A Convertible Preferred Stock, $77.30 (subject
to appropriate adjustment in the event of any stock dividend, stock split, combination or other
similar recapitalizations affecting the Series A Convertible Preferred Stock), reduced by the
aggregate amount of cash dividends or other cash distributions previously paid with respect to such
share of Series A Convertible Preferred Stock pursuant to Section 4 of this Certificate of
Designation.



“Transfer Agent” means the entity designated from time to time by the Company to act as the
registrar and transfer agent for the Series A Convertible Preferred Stock or, if no entity has been
so designated to act in such capacity, the Company.



Section 3. Redemption



(a) On the fifth anniversary of the Issue Date (such date, the “Redemption Date”), the Company
shall redeem, out of the assets of the Company legally available for distribution (including all
Available Cash), each issued and outstanding share of Series A Convertible Preferred Stock for the
Stated Value per share as of the actual date of redemption pursuant to the procedures set forth in
Section 3(b) hereof. If on the Redemption Date the Company’s Available Cash is insufficient to
redeem, or applicable Delaware corporate law prevents the Company from redeeming, all shares of
Series A Convertible Preferred Stock for the aggregate amount of the redemption price set forth in
the preceding sentence, the Company shall redeem from the holders of Series A Convertible Preferred
Stock the maximum number of shares that it may redeem from its Available Cash or consistent with
such law, as applicable (the “Maximum Number”), ratably in proportion to the respective number of
shares that otherwise would have been redeemed from such holders if all outstanding shares of
Series A Convertible Preferred Stock had been redeemed in full. At any time thereafter when
additional Available Cash becomes available to redeem any remaining shares of Series A Convertible
Preferred Stock, the Company shall immediately use such funds to redeem additional shares of Series
A Convertible Preferred Stock that the Company was obligated to redeem on the Redemption Date (but
that it has not yet redeemed) at the then Stated Value per share.



(b) Redemption Notice. The Company shall send written notice of the redemption (the
“Redemption Notice”) to each Holder of record of Series A Convertible Preferred Stock not less than
40 days prior to the Redemption Date. Each Redemption Notice shall state:



(i) the number of shares of Series A Convertible Preferred Stock held by the Holder that the
Company shall redeem on the Redemption Date specified in the Redemption Notice;



(ii) the Redemption Date and the Stated Value;



(iii) the date upon which the Holder’s right to convert such shares terminates;



(iv) whether the Company will use the procedures set forth in Section 3(c) to redeem such
shares; and



(v) that the Holder is to surrender to the Company or the Escrow Agent in accordance with
Section 3(c), as applicable, in the manner and at the place designated, such Holder’s certificate
or certificates representing the shares of Series A Convertible Preferred Stock to be redeemed.



(c) If on or before the Redemption Date the Company (i) deposits with American Stock Transfer
& Trust Company or another independent payment agent (the “Escrow Agent”) by wire transfer of
immediately available funds an amount equal to the product of (1) the lesser of (A) the number of
shares of Series A Convertible Preferred Stock then outstanding or (B) the Maximum Number, times
(2) the then Stated Value per share, and (ii) delivers to the Escrow Agent the irrevocable
instructions described in this Section 3(c), then the Company is authorized (upon compliance with
any applicable provisions of the laws of Delaware) to permanently retire or cancel the lesser of
(A) all of the shares of Series A Convertible Preferred Stock that are outstanding as of the
Redemption Date or (B) the Maximum Number, such that all rights of the Holders with respect to such
shares to be so redeemed shall immediately terminate, except the right to receive the Stated Value
per share. The irrevocable instructions to be provided to Escrow Agent shall irrevocably instruct
the Escrow Agent to pay the Stated Value per share to each Holder that transfers and surrenders to
the Escrow Agent the certificate(s) representing shares of Series A Convertible Preferred Stock to
be redeemed on the Redemption Date in accordance with the Redemption Notice (or, if such registered
holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate
affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any
claim that may be made against the Company on account of the alleged loss, theft or destruction of
such certificate) and to deliver to such Holder a stock certificate representing any shares of
Series A Convertible Preferred Stock represented by such certificate(s) not so redeemed, which
shall remain outstanding until redeemed in accordance with Section 3(a) (or earlier converted into
shares of Common Stock), with such transfer procedures as the Escrow Agent shall reasonably
establish. Nothing in this Section 3 shall limit the right of a Holder to convert, prior to the
Redemption Date, all or any of its shares of Series A Convertible Preferred Stock into shares of
Common Stock pursuant to the provisions of Section 6 or to receive the Liquidation Preference if
any Liquidation Event occurs prior to the Redemption Date.



Section 4. Dividends.



The Company shall not declare, pay or set aside any dividends on shares of Common Stock (other
than dividends on shares of Common Stock payable solely in additional shares of Common Stock)
unless (in addition to the obtaining of any consents required elsewhere in this Certificate of
Designation) the Holders simultaneously receive a dividend on each outstanding share of Series A
Convertible Preferred Stock in the same form as that payable to the holders of shares of Common
Stock and in an amount equal to that dividend per share of Series A Convertible Preferred Stock as
would equal the product of the dividend payable on each share of Common Stock multiplied by the
number of shares of Common Stock issuable upon conversion of one share of Series A Convertible
Preferred Stock, in each case calculated on the record date for determination of holders entitled
to receive such dividend.



Section 5. Liquidation Events.



(a) Preferential Payments to Holders of Series A Convertible Preferred Stock. Upon any
Liquidation Event, each Holder shall be entitled to be paid out of the assets of the Company
legally available for distribution to its stockholders, on account of each share of Series A
Convertible Preferred Stock held by such Holder, prior to the holders of any class or series of
Common Stock or any other Capital Stock by reason of their ownership thereof, an amount per share
equal to the greater of (i) the Stated Value at that time or (ii) the Conversion Value (the amount
payable pursuant to this sentence is hereinafter referred to as the “Liquidation Preference”). If
upon any such Liquidation Event, the assets of the Company available for distribution to its
stockholders shall be insufficient to pay the holders of shares of Series A Convertible Preferred
Stock the full amount to which they shall be entitled under this Section 5(a), the holders of
shares of Series A Convertible Preferred Stock shall share ratably in any distribution of the
assets available for distribution in proportion to the respective amounts which would otherwise be
payable in respect of the shares held by them upon such distribution if all amounts payable on or
with respect to such shares were paid in full.



(b) Liquidation Event.



(i) The Company shall not have the power to effect a Liquidation Event referred to in clause
(i)(A) of the definition of Liquidation Event unless the agreement or plan of merger or
consolidation for such transaction provides that the consideration payable to the stockholders of
the Company shall be allocated among the holders of capital stock of the Company in accordance with
the Certificate of Incorporation (including Section 5(a) of this Certificate of Designation).



(ii) In the event of a Liquidation Event referred to in clauses (i)(B), (ii), (iii) or (iv) of
the definition of Liquidation Event, if the Company does not effect a dissolution of the Company
under the Delaware General Corporation Law within 90 days after such Liquidation Event, then (A)
the Company shall send a written notice to each holder of Series A Convertible Preferred Stock no
later than the 90th day after the Liquidation Event advising such holders of their rights (and the
requirements to be met to secure such rights) pursuant to the terms of the following clause (B) to
require the redemption of such shares of Series A Convertible Preferred Stock, and (b) if the
holders of a majority of the then outstanding shares of Series A Convertible Preferred Stock so
request in a written instrument delivered to the Company not later than 120 days after such
Liquidation Event or, if later, 30 days after receipt of the notice required by clause (A) of this
sentence, the Company shall use the consideration received by the Company for such Liquidation
Event (net of any retained liabilities associated with the assets sold or technology licensed, as
determined in good faith by the Board of Directors), together with any other assets of the Company
(the “Available Proceeds”), on the 150th day after such Liquidation Event, to redeem all
outstanding shares of Series A Convertible Preferred Stock at a price per share equal to the
Liquidation Preference. Notwithstanding the foregoing, in the event of a redemption pursuant to
the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding
shares of Series A Convertible Preferred Stock, the Company shall ratably redeem each holder’s
shares of Series A Convertible Preferred Stock to the fullest extent of such Available Proceeds,
and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing
distributions to stockholders. The provisions of Section 3 shall apply, with such necessary
changes in the details thereof as are necessitated by the context, to the redemption of the Series
A Convertible Preferred Stock pursuant to this Section 5(b)(ii). After the Liquidation Event but
prior to the distribution or redemption provided for in this Section 5(b)(ii), the Company shall
not expend or dissipate the consideration received for such Liquidation Event or any of its other
assets, except to discharge expenses incurred in connection with such Liquidation Event.



(c) Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders
of capital stock of the Company upon any such merger, consolidation, sale, transfer, exclusive
license, other disposition or redemption shall be the cash or the value of the property, rights or
securities paid or distributed to such holders by the Company or the acquiring person, firm or
other entity.



(d) Allocation of Escrow. In the event of a Liquidation Event, if any portion of the
consideration payable to the stockholders of the Company is placed into escrow and/or is payable to
the stockholders of the Company subject to contingencies, the definitive transaction agreement
shall provide that (i) the portion of such consideration that is not placed in escrow and not
subject to any contingencies (the “Initial Consideration”) shall be allocated among the holders of
capital stock of the Company in accordance with the Certificate of Incorporation (including Section
5(a) of this Certificate of Designation) as if the Initial Consideration were the only
consideration payable in connection with such Liquidation Event and (ii) any additional
consideration which becomes payable to the stockholders of the Company upon release from escrow or
satisfaction of contingencies shall be allocated among the holders of capital stock of the Company
in accordance with the Certificate of Incorporation (including Section 5(a) of this Certificate of
Designation) after taking into account the previous payment of the Initial Consideration as part of
the same transaction.



Section 6. Conversion.



(a) Right to Convert. Each Holder shall have the right, at any time and from time to time,
and without the payment of additional consideration therefor, upon the delivery of a written notice
to the Company, to convert any share of Series A Convertible Preferred Stock held by it into that
number of fully paid and nonassessable shares of Common Stock equal to the Conversion Number at the
time in effect. Any Holder may convert all or less than all of the shares of Series A Convertible
Preferred Stock held by it at any time. Any Holder’s conversion of shares of Series A Convertible
Preferred Stock under this Section 6(a) shall not be effective unless such Holder has also complied
with the provisions set forth in Section 6(b) hereof at the time of delivery of its aforesaid
written notice to the Company. The “Conversion Number” per share of Series A Convertible Preferred
Stock shall initially be 3.0256 with respect to conversions occurring on or prior to the Redemption
Date, and 3.3282 with respect to conversions occurring after the Redemption Date; provided,
however, that the Conversion Number in effect from time to time shall be subject to all adjustments
and limitations as provided herein.



(b) Conversion Procedures. Each conversion of shares of Series A Convertible Preferred Stock
into shares of Common Stock shall be effected by the surrender of the certificate(s) evidencing the
shares of Series A Convertible Preferred Stock to be converted (the “Converting Shares”) at the
principal office of the Company (or such other office or agency of the Company as the Company may
designate by notice in writing to the Holders of the Series A Convertible Preferred Stock) at any
time during its usual business hours, together with written notice by the holder of such Converting
Shares, (i) stating that the Holder desires to convert the Converting Shares, or a specified number
of such Converting Shares, evidenced by such certificate(s) into shares of Common Stock (the
“Converted Shares”), and (ii) giving the name(s) (with addresses) and denominations in which the
Converted Shares should either be registered with the Company’s transfer agent and registrar for
the Common Stock (the “Common Stock Transfer Agent”) on its records in book-entry form under The
Direct Registration System or certificated, and, in either case, instructions for the delivery of a
statement evidencing book-entry ownership of the Converted Shares or the certificates evidencing
the Converted Shares. Upon receipt of the notice described in the first sentence of this Section
6(b), together with the certificate(s) evidencing the Converting Shares, the Company shall be
obligated to, and shall, cause to be issued and delivered in accordance with such instructions, as
applicable, either (x) a statement from the Common Stock Transfer Agent evidencing ownership of the
Converted Shares, registered in the name of the Holder or its designee on the Common Stock Transfer
Agent’s records in book-entry form under The Direct Registration System or (y) certificate(s)
evidencing the Converted Shares and, if applicable, a certificate representing any shares which
were represented by the certificate(s) surrendered to the Company in connection with such
conversion but which were not Converting Shares and, therefore, were not converted. All or some
Converted Shares so issued whether in book entry form under the Direct Registration System or in
certificated form may be subject to restrictions on transfer as required by applicable federal and
state securities laws. Such conversion, to the extent permitted by law, shall be deemed to have
been effected as of the close of business on the date on which such certificate(s) shall have been
surrendered and such written notice shall have been received by the Company unless a later date has
been specified by such Holder in such notice, and at such time the rights of the Holder of such
Converting Shares as such a Holder shall cease, and the Person(s) in whose name or names the
Converted Shares are to be issued either in book-entry form or certificated form, as applicable,
upon such conversion shall be deemed to have become the holder(s) of record of the Converted
Shares.



(c) Effect of Conversion. Upon the issuance of the Converted Shares in accordance with
Section 6, such shares shall be duly authorized, validly issued, fully paid and non-assessable.



(d) Adjustments for Common Stock Dividends and Distributions. If the Company at any time or
from time to time makes, or fixes a record date for the determination of holders of Common Stock
entitled to receive, a dividend or other distribution payable in additional shares of Common Stock,
in each such event the Conversion Number then in effect shall be increased as of the time of such
issuance or, in the event such record date is fixed, as of the close of business on such record
date, by multiplying the Conversion Number then in effect by a fraction (i) the numerator of which
is the total number of shares of Common Stock issued and outstanding immediately prior to the time
of such issuance or the close of business on such record date (as applicable) plus the number of
shares of Common Stock issuable in payment of such dividend or distribution and (ii) the
denominator of which is the total number of shares of Common Stock issued and outstanding
immediately prior to the time of such issuance or the close of business on such record date (as
applicable). To the extent an adjustment is made in respect of the foregoing pursuant to Section
6(e) or the Holder actually receives the dividend or other distribution to which any such
adjustment relates, an adjustment shall not be made pursuant to this Section 6(d).



(e) Conversion Number Adjustments for Subdivisions, Combinations or Consolidations of Common
Stock.



(i) In the event the Company should at any time or from time to time fix a record date for the
effectuation of a split or subdivision of the outstanding shares of Common Stock or the
determination of holders of shares of Common Stock entitled to receive a dividend or other
distribution payable in additional Common Share Equivalents, without payment of any consideration
by such holder for additional Common Share Equivalents (including the additional Common Stock
issuable upon conversion, exchange or exercise thereof), then, as of such record date (or the date
of such dividend, distribution, split or subdivision if no record date is fixed), the Conversion
Number then in effect shall be appropriately increased so that the number of shares of Common Stock
issuable on conversion of each such share of such Series A Convertible Preferred Stock shall be
increased in proportion to such increase of outstanding shares of Common Stock and shares issuable
with respect to Common Share Equivalents.



(ii) If the number of shares of Common Stock outstanding at any time is decreased by a
combination, consolidation, reclassification or reverse stock split of the outstanding shares of
Common Stock or other similar event, then, following the record date of such combination, the
Conversion Number then in effect shall be appropriately decreased so that the number of shares of
Common Stock issuable on conversion of each such share of such Series A Convertible Preferred Stock
shall be decreased in proportion to such decrease in outstanding shares of Common Stock.



(f) Recapitalizations. If at any time or from time to time there shall be a recapitalization
of the Common Stock (other than a subdivision, combination, merger or sale of assets transaction
provided for elsewhere in this Section 6), provision shall be made so that the Holders shall
thereafter be entitled to receive upon conversion of the Series A Convertible Preferred Stock the
number of shares of Capital Stock or other securities or property of the Company to which a holder
of Common Stock would have been entitled on recapitalization. In any such case, appropriate
adjustment shall be made in the application of the provisions of this Section 6 with respect to the
rights of the Holders after the recapitalization to the end that the provisions of this Section 6
(including adjustment of the Conversion Number then in effect and the number of shares issuable
upon conversion of the Series A Convertible Preferred Stock) shall be applicable after that event
as nearly equivalent as may be practicable.



(g) Mergers and Other Reorganizations. Subject to the provisions of Section 5, if at any time
or from time to time there shall be a reorganization, recapitalization, reclassification of the
Common Stock (other than a subdivision, combination, reclassification or exchange of shares
provided for elsewhere in this Section 6) or merger or consolidation of the Company with or into
another entity or the sale of all or substantially all of the Company’s properties and assets to
any other Person, then, as a part of and as a condition to the effectiveness of such
reorganization, recapitalization, reclassification, merger, consolidation or sale, lawful and
adequate provision shall be made so that the Holders shall thereafter be entitled to receive upon
conversion of the Series A Convertible Preferred Stock the number of shares of Capital Stock or
other securities or property, if any, of the Company or of the successor entity resulting from such
reorganization, recapitalization, reclassification, merger, consolidation or sale, to which a
holder of Common Stock would have been entitled in connection with such reorganization,
recapitalization, reclassification, merger, consolidation or sale. In any such case, appropriate
provision shall be made with respect to the rights of the Holders after the reorganization,
recapitalization, reclassification, merger, consolidation or sale to the end that the provisions of
this Section 6 (including, without limitation, provisions for adjustment of the Conversion Number
and the number of shares issuable upon conversion of the Series A Convertible Preferred Stock)
shall thereafter be applicable, as nearly as may be, with respect to any shares of Capital Stock,
securities or property to be deliverable thereafter upon the conversion of the Series A Convertible
Preferred Stock.



(h) Notices of Record Date. In the event (i) the Company fixes a record date to determine the
holders of Common Stock (or other capital stock or securities at the time issuable upon conversion
of the Series A Convertible Preferred Stock) for the purpose of entitling or enabling them to
receive any dividend or other distribution, or to receive any right to subscribe for or purchase
any shares of capital stock of any class or any other securities, or to receive any other security,
(ii) there occurs any capital reorganization of the Company, any reclassification or
recapitalization of the Common Stock of the Company, any Liquidation Event or other merger or
consolidation of the Company, or any voluntary or involuntary dissolution, liquidation or winding
up of the Company, the Company shall mail to each Holder at least twenty (20) days prior to the
record date or effective date for the event specified therein, a notice specifying (a) the date of
such record date for the purpose of such dividend, distribution or right and a description of such
dividend, distribution or right, (b) the date on which any such reorganization, reclassification,
recapitalization, consolidation, merger, dissolution, liquidation or winding up is expected to
become effective, and (c) the time, if any, that is to be fixed, as to when the holders of record
of Common Stock (or such other capital stock or securities at the time issuable upon the conversion
of the Series A Convertible Preferred Stock) shall be entitled to exchange their shares of Common
Stock (or such other capital stock or securities) for securities or other property deliverable upon
such reorganization, reclassification, recapitalization, consolidation, merger, dissolution,
liquidation or winding up, and the amount per share and character of such exchange applicable to
the Series A Convertible Preferred Stock and the Common Stock.



(i) No Impairment. The Company will not, by amendment of its Certificate of Incorporation
(including without limitation this Certificate of Designation) or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed hereunder by the Company, but will at all times in
good faith assist in the carrying out of all the provisions of this Section 6 and in the taking of
all such actions as may be necessary or appropriate in order to protect the conversion rights of
the Holders against impairment.



(j) Fractional Shares and Certificate as to Adjustments. In lieu of any fractional shares to
which a Holder would otherwise be entitled upon conversion, the Company shall pay cash equal to
such fraction multiplied by the Market Price of one share of Common Stock. Whether or not
fractional shares are issuable upon such conversion shall be determined on the basis of the total
number of shares of Series A Convertible Preferred Stock of each Holder at the time converting into
Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.



Upon the occurrence of each adjustment or readjustment of the Conversion Number of any share
of Series A Convertible Preferred Stock pursuant to this Section 6, the Company, at its expense,
shall promptly compute such adjustment or readjustment in accordance with the terms hereof and
prepare and furnish to each Holder a certificate setting forth such adjustment or readjustment and
showing in detail the facts upon which such adjustment or readjustment is based. The Company
shall, upon the written request at any time of any Holder, furnish or cause to be furnished to such
Holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Conversion
Number at the time in effect, and (C) the number of shares of Common Stock and the amount, if any,
of other securities or property which at the time would be received upon the conversion of such
Holder’s shares of Series A Convertible Preferred Stock. The provisions of Section 6(d), (e), (f)
and (g) shall apply to any transaction and successively to any series of transactions that would
require any adjustment pursuant thereto.



(k) Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and
keep available out of its authorized but unissued Common Stock, solely for the purpose of effecting
the conversion of the shares of the Series A Convertible Preferred Stock (taking into account the
adjustments required by this Section 6), such number of its shares of Common Stock as shall from
time to time be sufficient to effect the conversion of all outstanding shares of the Series A
Convertible Preferred Stock; and if at any time the number of authorized but unissued shares of
Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the
Series A Convertible Preferred Stock, in addition to such other remedies as shall be available to
the Holders, the Company will, as soon as is reasonably practicable, take all such action as may,
in the opinion of its counsel, be necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient for such purposes.



Section 7. Voting Rights.



(a) General. On any matter presented to the stockholders of the Company for their action or
consideration at any meeting of stockholders of the Company (or by written consent of stockholders
in lieu of a meeting) each Holder shall be entitled to notice of any stockholders’ meeting (or
action by written consent), and shall be entitled or permitted to vote on all matters required or
permitted to be voted on by the holders of Common Stock of the Company, with each such Holder
having that number of votes equal to the number of shares of Common Stock into which the shares of
Series A Convertible Preferred Stock then held by such Holder could be converted, pursuant to the
provisions of Section 6 hereof, at the record date for the determination of stockholders entitled
to vote on such matter or, if no such record date is established, at the date such vote is taken or
any written consent of stockholders is solicited. Except as otherwise expressly provided herein or
as otherwise required by law, holders of Series A Convertible Preferred Stock and holders of Common
Stock and other Capital Stock shall vote together (or render written consents in lieu of a vote) as
a single class on all matters upon which holders of the Common Stock and other Capital Stock are
entitled to vote.



(b) Voting With Respect to Certain Matters. In addition to any other rights provided by law
or set forth herein, so long as any shares of Series A Convertible Preferred Stock are outstanding,
the Company shall not, either directly or indirectly by amendment, merger, consolidation or
otherwise, do any of the following without (in addition to any other vote required by law or the
Company’s Organizational Documents) the written consent or affirmative vote of the holders of a
majority of the then outstanding shares of Series A Convertible Preferred Stock, given in writing
or by vote at a meeting, consenting or voting (as the case may be) separately as a class, and any
such act or transaction entered into without such consent or vote shall be null and void ab initio,
and of no force or effect:



(i) amend, alter or repeal any provision of the Certificate of Incorporation, this Certificate
of Designation or otherwise effect any change to the terms and conditions of the Series A
Convertible Preferred Stock (including the number of authorized shares of Series A Convertible
Preferred Stock);



(ii) create, or authorize the creation of, or issue or obligate itself to issue any shares of
Series A Convertible Preferred Stock in addition to the number of shares of Series A Convertible
Preferred Stock authorized hereunder as of the date of filing of this Certificate of Designation;



(iii) reclassify or otherwise cause the conversion or exchange of any shares of Series A
Convertible Preferred Stock into shares of Common Stock; or



(iv) pay or declare any dividend or make any distribution on any shares of Common Stock (other
than dividends or other distributions payable on the Common Stock solely in the form of additional
shares of Common Stock) if, after the payment of any such dividend or distribution, the Company’s
Available Cash would be less than the amount needed to redeem all then outstanding shares of Series
A Convertible Preferred Stock for the aggregate Stated Value therefor (even if such shares are not
then required to be redeemed).



(c) Additional Voting Provisions after the Redemption Date. At any time on or after the
Redemption Date, in the event the Company has not redeemed all then outstanding shares of Series A
Convertible Preferred Stock for the aggregate Stated Value therefor, the Company shall not, either
directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following
without (in addition to any other vote required by law or the Company’s Organizational Documents,
including Section 7(b) hereof) the written consent or affirmative vote of the holders of a majority
of the then outstanding shares of Series A Convertible Preferred Stock, given in writing or by vote
at a meeting, consenting or voting (as the case may be) separately as a class, and any such act or
transaction entered into without such consent or vote shall be null and void ab initio, and of no
force or effect:



(i) create, or authorize the creation of, or issue or obligate itself to issue shares of, any
additional class or series of capital stock unless the same ranks junior to the Series A
Convertible Preferred Stock with respect to the distribution of assets on the liquidation,
dissolution or winding up of the Company, the payment of dividends and rights of redemption, or
increase the authorized number of shares of Series A Convertible Preferred Stock or increase the
authorized number of shares of any additional class or series of capital stock unless the same
ranks junior to the Series A Convertible Preferred Stock with respect to the distribution of assets
on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights
of redemption;



(ii) (A) reclassify, alter or amend any existing security of the Company that is pari passu
with the Series A Convertible Preferred Stock in respect of the distribution of assets on the
liquidation, dissolution or winding up of the Company, the payment of dividends or rights of
redemption, if such reclassification, alteration or amendment would render such other security
senior to the Series A Convertible Preferred Stock in respect of any such right, preference or
privilege, or (B) reclassify, alter or amend any existing security of the Company that is junior to
the Series A Convertible Preferred Stock in respect of the distribution of assets on the
liquidation, dissolution or winding up of the Company, the payment of dividends or rights of
redemption, if such reclassification, alteration or amendment would render such other security
senior to or pari passu with the Series A Convertible Preferred Stock in respect of any such right,
preference or privilege;



(iii) create, or authorize the creation of, or issue, or authorize the issuance of any debt
security, or permit any subsidiary to take any such action with respect to any debt security,
unless all proceeds from any such debt security are applied exclusively toward the payment of any
unpaid portions of the aggregate then Stated Value in respect of any outstanding shares of Series A
Convertible Preferred Stock in accordance with Section 3 hereof;



(iv) liquidate, dissolve or wind-up the business and affairs of the Company, effect any merger
or consolidation or any other Liquidation Event or sale of all or any significant portion of the
assets of the Company, or consent to any of the foregoing, unless all proceeds from any such
transaction are applied exclusively toward the payment of any unpaid portions of the aggregate then
Stated Value in respect of any outstanding shares of Series A Convertible Preferred Stock in
accordance with Section 3 hereof;



(v) purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any
dividend or make any distribution on, any shares of Common Stock or Capital Stock other than the
Series A Convertible Preferred Stock; or



(vi) purchase or otherwise acquire any assets or business of any Person other than the
Company.



Section 8. Board Representation.



From the Issue Date until the Director Cessation Date, the Holders, voting exclusively and as
a separate class, shall have the right to elect one Series A Director to the Board of Directors at
each meeting of stockholders or pursuant to each consent of the Company’s stockholders for the
election of directors. Any director elected as provided in the preceding sentence may be removed
with or without cause by, and only by, the affirmative vote of the holders of the then outstanding
shares of Series A Convertible Preferred Stock, given either at a special meeting of such
stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the
holders of shares of Series A Convertible Preferred Stock fail to elect a director to fill the
directorship for which they are entitled to elect a director, voting exclusively and as a separate
class, pursuant to the first sentence of this Section 8, then such directorship shall remain vacant
until such time as the holders of the Series A Convertible Preferred Stock elect a person to fill
such directorship by vote or written consent in lieu of a meeting; and such directorship may not be
filled by stockholders of the Company other than by the holders of the Series A Convertible
Preferred Stock, voting exclusively and as a separate class, or by the Board of Directors. For
purposes of this Section 8, each share of Series A Convertible Preferred Stock shall be entitled to
one vote and any election or removal of the Series A Director shall be subject to the affirmative
vote of the Holders of a majority of the outstanding shares of Series A Convertible Preferred
Stock.



Section 9. Reissuance of Shares of Series A Convertible Preferred Stock.



Shares of Series A Convertible Preferred Stock that have been issued and reacquired in any
manner, including shares purchased, redeemed, converted or exchanged, shall (upon compliance with
any applicable provisions of the laws of Delaware) be permanently retired or cancelled and shall
not under any circumstances be reissued. The Company shall from time to time take such appropriate
action as may be required by applicable law to reduce the authorized number of shares of Series A
Convertible Preferred Stock by the number of shares that have been so reacquired.



Section 10. Notices.



Any and all notices, consents, approval or other communications or deliveries required or
permitted to be provided under this Certificate of Designation shall be in writing and shall be
deemed given and effective on the earliest of (a) the date of receipt, if such notice, consent,
approval or other communication is delivered via facsimile to the Company or the Holders, as
applicable, at the facsimile number specified in the register of Holders of Series A Convertible
Preferred Stock maintained by the Transfer Agent prior to 5:00 p.m. (New York City time) on a
Business Day, (b) the next Business Day after the date of receipt, if such notice, consent,
approval or other communication is delivered via facsimile to the Company or the Holder, as
applicable, at the facsimile number specified in the register of Holders of Series A Convertible
Preferred Stock maintained by the Transfer Agent on a day that is not a Business Day or later than
5:00 p.m. (New York City time) on any Business Day, or (c) the third Business Day following the
date of deposit with a nationally recognized overnight courier service for next Business Day
delivery and addressed to the Company or the Holder, as applicable, at the address specified in the
register of Holders of Series A Convertible Preferred Stock maintained by the Transfer Agent.



Section 11. Waiver; Amendment.



(a) Unless otherwise expressly provided herein, any of the rights, powers, preferences and
other terms of this Certificate of Designation, including but not limited to rights to receive
notice, may be waived on behalf of all holders of the Series A Convertible Preferred Stock by the
affirmative written consent or vote of the holders of a majority of the then outstanding shares of
Series A Convertible Preferred Stock.



(b) This Certificate of Designation may be modified or amended only by a written Certificate
of Amendment executed by an officer of the Company and approved by the written consent or vote of
the holders of a majority of the then outstanding shares of Series A Convertible Preferred Stock.



Section 12. Headings.



The headings of the various sections and subsections hereof are for convenience of reference
only and shall not affect the interpretation of any of the provisions hereof.



Section 13. Excluded Opportunity.



The Company renounces, to the fullest extent permitted by law, any interest or expectancy of
the Company in, or in being offered an opportunity to participate in, any Excluded Opportunity. An
“Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired,
created or developed by, or which otherwise comes into the possession of, (i) any Series A
Director, or (ii) any holder of Series A Convertible Preferred Stock or any partner, member,
director, stockholder or employee of any such holder, other than someone who is an employee of the
Company or any of its subsidiaries (collectively, “Covered Persons”), unless such matter,
transaction or interest is presented to, or acquired, created or developed by, or otherwise comes
into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as
a director of the Company.



Section 14. Action without a Meeting.



Notwithstanding anything to the contrary in the Certificate of Incorporation, any action
required or permitted by law, the Certificate of Incorporation or this Certificate of Designation
to be taken the holders of the then outstanding shares of Series A Convertible Preferred Stock,
given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a
class (including any actions contemplated by Sections 7(b), 7(c) and 8), may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the Holders of the then outstanding shares of Series
A Convertible Preferred Stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all such shares were present and
voted and shall be delivered to the Company by delivery to its registered office, by hand or by
certified mail, return receipt requested, or to the Company’s principal place of business or to the
officer of the Company having custody of the minute book.



Section 15. Severability of Provisions.



If any powers, preferences and relative, participating, optional and other special rights of
the Series A Convertible Preferred Stock and the qualifications, limitations and restrictions
thereof set forth in this Certificate of Designation (as it may be amended from time to time) is
invalid, unlawful or incapable of being enforced by reason of any rule or law or public policy, all
other powers, preferences and relative, participating, optional and other special rights of the
Series A Convertible Preferred Stock and the qualifications, limitations and restrictions thereof
set forth in this Certificate of Designation (as so amended) which can be given effect without the
invalid, unlawful or unenforceable powers, preferences and relative, participating, optional and
other special rights of the Series A Convertible Preferred Stock and the qualifications,
limitations and restrictions thereof shall, nevertheless, remain in full force and effect, and no
powers, preferences and relative, participating, optional or other special rights of the Series A
Convertible Preferred Stock and the qualifications, limitations and restrictions thereof herein set
forth shall be deemed dependent upon any other such powers, preferences and relative,
participating, optional or other special rights of the Series A Convertible Preferred Stock and
qualifications, limitations and restrictions thereof unless so expressed herein.



[Intentionally Left Blank; Signature Page Follows]





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IN WITNESS WHEREOF, this Certificate of Designation has been executed on behalf of the Company
by its Executive Vice President and Chief Financial Officer this 24th day of February, 2012.




VOCUS, INC.




By: /s/ Stephen Vintz

Name: Stephen Vintz

Title: Executive Vice President and Chief Financial Officer





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