exv10w22



 






Exhibit 10.22




STOCK REDEMPTION AGREEMENT




     This STOCK REDEMPTION AGREEMENT (the “Agreement”) is made and effective
as of July 1, 2005 (the “Effective Date”), by and among Vocus, Inc., a Delaware
corporation (the “Corporation”), and Robert Lentz (the “Stockholder”; each of the
Stockholder and the Corporation individually, a “Party”; and the Stockholder and
the Corporation together, the “Parties”).



     WHEREAS, the Stockholder desires to sell to the Corporation 638,200 shares
(the “Shares”) of the Corporation’s common stock, par value $0.01 per share
(“Common Stock”), owned by the Stockholder, and the Corporation desires to purchase
such Shares from the Stockholder, for a total purchase price of $1,499,770.00
payable to the Stockholder, all on the terms as set forth in this Agreement.



     NOW, THEREFORE, in consideration of the foregoing and of the mutual promises
contained herein, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:



     1. Sale and Purchase of Common Stock.



               (a) The Stockholder hereby sells, assigns, transfers and delivers to the
Corporation his entire right, title and interest in and to the Shares (the
“Shares”). Upon the
execution of this Agreement, the Stockholder will execute an original of the
stock power
attached to this Agreement as Exhibit A and shall deliver to the Corporation
the certificate or
certificates representing the Shares. As of the Effective Date, the
Stockholder hereby
relinquishes any and all right, title and interest in and to the Shares.



               (b) The total purchase price for the Shares shall be
$1,499,770.00 (the
“Purchase Price”), payable in the form of a certified or bank check, wire
transfer or such other
consideration as shall be deemed acceptable by the Stockholder. The Purchase
Price will be
delivered to the Stockholder upon receipt of certificate(s) in the manner set
forth in Section 1(a)
hereof.



     2. Representations and Warranties of the Corporation. The
Corporation covenants, represents and warrants as of the date hereof to the
Stockholder as follows:



               (a) The Corporation has the full and entire right, power and authority to (i)
enter into this Agreement, (ii) purchase the Shares from the Stockholder, (iii)
fulfill the
obligations imposed herein upon the Corporation and (iv) consummate the
transactions
contemplated herein.



               (b) This Agreement constitutes the legal, valid and binding obligation of the
Corporation, enforceable against the Corporation in accordance with its terms,
except as such
enforceability may be limited by general equitable principles or by applicable
bankruptcy,
insolvency, moratorium, or similar laws and judicial decisions from time to
time in effect
which affect creditors’ rights generally.



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               (c) There are no agreements, contracts, understandings or commitments
which would prevent the Corporation from entering into this Agreement, making
any
representations or warranties herein or consummating any of the transactions
contemplated
herein.



               (d) The
 Corporation has not employed any broker in carrying out the
negotiation relating to this Agreement.



     3. Representations and Warranties of the Stockholder. The Stockholder
covenants,
represents and warrants as of the date hereof to the Corporation as follows:



               (a) The
Stockholder has the right, power and authority to (i) enter into this
Agreement, (ii) sell, assign, deliver and transfer all of the Shares free and
clear of any lien,
claim, option, call, contract or encumbrance whatsoever or other claim of any
third party, (iii)
fulfill the obligations imposed herein on the Stockholder and (iv) consummate
the transactions
contemplated herein.



               (b) This Agreement constitutes the legal, valid and binding obligation of the
Stockholder, enforceable against him in accordance with its terms, except as
such
enforceability may be limited by general equitable principles or by applicable
bankruptcy,
insolvency, moratorium, or similar laws and judicial decisions from time to time
in effect
which affect creditors’rights generally.



               (c) The Stockholder has good and marketable title to the Shares, free and
clear of any mortgages, pledges, security interests, liens or other encumbrances
or charges of
any kind.



               (d) There are no agreements, contracts, understandings or commitments
which would prevent the Stockholder from entering into this Agreement, making
any
representations or warranties herein or consummating any of the transactions
contemplated
herein.



               (e) The Stockholder has not employed any broker in carrying out the
negotiation relating to this Agreement.



     4. Indemnification.



               (a) The Stockholder agrees to indemnify and hold harmless the Corporation,
and its officers, directors, shareholders and agents, from and against any
losses, expenses,
claims, demands, and damages, including reasonable attorneys’ fees
(collectively, “Claims”),
arising out of any breach of the Stockholder’s representations and warranties in
Section 3.



               (b) The Corporation agrees to indemnify and hold harmless the Stockholder,
and his heirs, successors and assigns, from and against any Claims arising out
of any breach of
the Corporation’s representations and warranties in Section 2.



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     5. Counterparts. This Agreement may be executed in counterparts and by
facsimile, each of which shall be deemed to be an original but all of which together
shall constitute one in the same instrument.



     6. Benefit and Burden. This Agreement shall be binding upon, and shall
inure to
the benefit of, the Parties and their executors and administrators, successors
and assigns, and
other legal representatives, including any corporation or other entity into
which the Corporation
is merged, liquidated or otherwise combined.



     7. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to any
choice or
conflict of law provision or rule (whether of the State of Delaware or any
other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of
Delaware.



     8. Further Assurances. The Parties agree to execute and deliver to the
other such
other documents or instruments as may be reasonable and necessary in furtherance
of the
performance of the terms, covenants and conditions of this Agreement.



     9. Entire Agreement.



               (a) No change or modification of this Agreement shall be valid unless the
same is in writing and is signed by the Parties. No waiver of any provision of
this Agreement
shall be valid unless the same is in writing and signed by the Parties. The
failure of any Party
at any time to insist upon strict performance of any covenant, representation
or warranty herein
set forth shall not be construed as a waiver of the same covenant,
representation or warranty at
a future time. Invalidity or unenforceability of any particular provision of
this Agreement shall
not affect the other provisions hereof, and this Agreement shall be construed
in all respects as if
such invalid or unenforceable provisions were omitted.



               (b) This Agreement, together with the exhibits attached hereto, sets forth all
of the promises, agreements, understandings, covenants, warranties and
representations among
the Parties with respect to the, redemption, sale and purchase and other
matters herein set forth;
and there are no promises, agreements, understandings, covenants, warranties,
representations,
or written, express or implied, among them with respect to such sale and
purchase or other
matters other than as set forth herein. This Agreement is intended by the
Parties to be, an
integration of any and all prior agreements and understandings, oral or
written, with respect to
the sale and purchase herein set forth.



[SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, the Parties have duly executed this Agreement effective as
of the date and year first above written.



VOCUS, INC.



By: /s/ Stephen A. Vintz

      Stephen A. Vintz

      Chief Financial Officer





/s/ Robert Lentz
Robert Lentz



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EXHIBIT A



STOCK POWER



     For value received, the undersigned hereby sells, assigns and transfers to
Vocus, Inc., a Delaware corporation (the “Corporation”), 638,200 fully paid and
non-assessable shares of
Common Stock of the Corporation represented by Certificate No. 41, on the books of
the
Corporation and does hereby irrevocably constitute and appoint Greenberg Traurig,
LLP as his attorney to transfer said stock on the books and records of the
Corporation with full power of substitution in the premises.



Dated: July 1, 2005.



Signature: /s/ Robert Lentz

                    Robert Lentz