EXHIBIT 2.4 AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 1, 2006Merger Agreement • February 29th, 2008 • Omniture, Inc. • Services-prepackaged software • Delaware
RECITALS:Lease • February 29th, 2008 • Omniture, Inc. • Services-prepackaged software
SUBLEASESublease • February 29th, 2008 • Omniture, Inc. • Services-prepackaged software
AGREEMENTPatent Cross-License Agreement • February 29th, 2008 • Omniture, Inc. • Services-prepackaged software • California
7,875,000 Shares OMNITURE, INC. COMMON STOCK ($0.001 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • June 11th, 2007 • Omniture, Inc. • Services-prepackaged software • New York
Morgan Stanley & Co. Incorporated Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. JMP Securities LLC Montgomery & Co., LLC c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG OMNITURE, INC., VOYAGER ACQUISITION CORP AND VISUAL SCIENCES, INC. Dated as of October 25, 2007Agreement and Plan of Reorganization • November 9th, 2007 • Omniture, Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of October 25, 2007, by and among Omniture, Inc., a Delaware corporation (“Parent”), Voyager Acquisition Corp, a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub”), and Visual Sciences, Inc., a Delaware corporation (the “Company”). Hereafter, Parent, Merger Sub and Company shall be referred to individually as a “Party” and collectively as the “Parties.”
GENERAL CONTINUING GUARANTYGeneral Continuing Guaranty • December 31st, 2008 • Omniture, Inc. • Services-prepackaged software • California
This GENERAL CONTINUING GUARANTY (this “Guaranty”), dated as of December 24, 2008, is executed and delivered by VISUAL SCIENCES TECHNOLOGIES, LLC, a Delaware limited liability company (“Guarantor”), in favor of WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), in light of the following:
OMNITURE, INC. CHANGE OF CONTROL AGREEMENTChange of Control Agreement • June 22nd, 2006 • Omniture, Inc. • Services-prepackaged software • Utah
This Change of Control Agreement (the “Agreement”) is made and entered into by and between John Pestana (the “Employee”) and Omniture, Inc. (the “Company”), effective as of June 7, 2006 (the “Effective Date”).
OMNITURE, INC. COMMON STOCK ($0.001 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • June 9th, 2006 • Omniture, Inc. • Services-prepackaged software • New York
Morgan Stanley & Co. Incorporated Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. J.P. Morgan Securities Inc. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036
CREDIT AGREEMENT by and among OMNITURE, INC. as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, LLC as the Arranger and Administrative Agent Dated as of December 24, 2008Credit Agreement • August 6th, 2009 • Omniture, Inc. • Services-prepackaged software • California
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of December 24, 2008, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and OMNITURE, INC., a Delaware corporation (“Borrower”).
EXHIBIT A-1 FORM OF PARENT VOTING AGREEMENTVoting Agreement • October 31st, 2007 • Omniture, Inc. • Services-prepackaged software • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 25, 2007 by and among Omniture, Inc., a Delaware corporation (“Parent”), Visual Sciences, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder (“Stockholder”) of Parent.
OMNITURE, INC. CHANGE OF CONTROL AGREEMENTChange of Control Agreement • February 27th, 2009 • Omniture, Inc. • Services-prepackaged software • Utah
This Change of Control Agreement (the “Agreement”) is made and entered into by and between Michael Herring (the “Employee”) and Omniture, Inc. (the “Company”), effective as of June 7, 2006 (the “Effective Date”).
OMNITURE, INC.Restricted Stock Unit Award Agreement • February 1st, 2008 • Omniture, Inc. • Services-prepackaged software • Utah
Unless otherwise defined herein, the terms defined in the Omniture, Inc. 2008 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).
SETTLEMENT AND PATENT CROSS-LICENSE AGREEMENTSettlement and Patent Cross-License Agreement • February 29th, 2008 • Omniture, Inc. • Services-prepackaged software • New York
THIS AGREEMENT (the “Agreement”) is made as of this 17th day of August, 2007 (the “Effective Date”) by and between NetRatings, Inc., a Delaware corporation, with offices at 770 Broadway, New York, NY 10003 (“NetRatings”), on the one hand, and Visual Sciences, Inc., formerly known as WebSideStory, Inc., a Delaware corporation, with offices at 10182 Telesis Court, San Diego, CA 92121 (“VSI/WSS”), on the other hand (NetRatings and VSI/WSS collectively, the “Parties”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 9th, 2006 • Omniture, Inc. • Services-prepackaged software • California
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of April 26, 2006, by and among Omniture, Inc., a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A attached hereto (the “Investors”), the persons and entities listed on Exhibit B attached hereto (the “Founders”) and the persons and entities listed on Exhibit C attached hereto (the “Additional Holders”).
OMNITURE, INC. AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • May 18th, 2009 • Omniture, Inc. • Services-prepackaged software • Utah
THIS AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (this “Agreement”) is made and entered into by and between Michael S. Herring (“Employee”) and Omniture, Inc. (the “Company”), effective as of May 13, 2009 (the “Effective Date”).
OMNITURE, INC. AMENDMENT TO JOSHUA G. JAMES CHANGE OF CONTROL AGREEMENT AND EMPLOYMENT AGREEMENTChange of Control Agreement and Employment Agreement • September 24th, 2009 • Omniture, Inc. • Services-prepackaged software • Utah
This amendment (the “Amendment”) is made by and between Joshua G. James (“Employee”) and Omniture, Inc. (the “Company”, and together with Employee, the “Parties”) on September 21, 2009, and will be effective as of immediately prior to the Acceptance Date (as this term is defined in the Merger Agreement (as hereinafter defined)). For the avoidance of doubt, if the Acceptance Date does not occur within 12 months following September 15, 2009, and the Merger Agreement has been terminated in accordance with Section 9.1 of such agreement, this Amendment will not become effective under any circumstances unless the Parties agree otherwise.
SECOND AMENDMENT OF SUBLEASESublease • February 29th, 2008 • Omniture, Inc. • Services-prepackaged software
THIS SECOND AMENDMENT OF SUBLEASE (“Amendment”) is made as of this 14th day of June 2006, by and between WEBSIDESTORY, INC (“Sublessor”) and RF MAGIC, INC. (“Sublessee”).
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • February 29th, 2008 • Omniture, Inc. • Services-prepackaged software
This SECOND AMENDMENT TO OFFICE LEASE (this “Second Amendment”) is entered into as of the 7th day of December, 2005 (the “Effective Date”), by and between SEAVIEW PFG, LLC, a Delaware limited liability company (“Landlord”), and WEBSIDESTORY, INC., a California corporation (“Tenant”), with reference to the following facts:
SECURITY AGREEMENTSecurity Agreement • December 31st, 2008 • Omniture, Inc. • Services-prepackaged software • California
This SECURITY AGREEMENT (this “Agreement”), dated as of December 24, 2008, among Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, the “Grantors” and each, individually, a “Grantor”), and WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, in its capacity as the arranger and administrative agent for the Lender Group and the Bank Product Providers (together with its successors and assigns in such capacity, the “Agent”).
EXHIBIT A-2 FORM OF COMPANY VOTING AGREEMENTVoting Agreement • October 31st, 2007 • Omniture, Inc. • Services-prepackaged software • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 25, 2007 by and among Omniture, Inc., a Delaware corporation (“Parent”), Visual Sciences, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder (“Stockholder”) of the Company.
VISUAL SCIENCES, INC. FORM OF RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 29th, 2008 • Omniture, Inc. • Services-prepackaged software
Visual Sciences, Inc., a Delaware corporation formerly known as WebSideStory, Inc. (the “Company”), pursuant to its 2004 Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“Participant”), the right to purchase the number of shares of the Company’s Stock set forth below (the “Shares”) at the purchase price set forth below. This Restricted Stock award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Restricted Stock Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Agreement.
THIRD AMENDMENT AND ASSIGNMENT OF SUBLEASESublease • February 29th, 2008 • Omniture, Inc. • Services-prepackaged software
THIS THIRD AMENDMENT AND ASSIGNMENT OF SUBLEASE (the “Amendment”) is made as of this 8th day of October 2007, by and between VISUAL SCIENCES, INC. (formerly known as WEBSIDESTORY, INC.) (“Sublessor”), RF MAGIC, INC. (“Sublessee”) and ENTROPIC COMMUNICATIONS, INC. (“Assignee”).
OMNITURE, INC.Restricted Stock Unit Award Agreement • February 29th, 2008 • Omniture, Inc. • Services-prepackaged software • Utah
Unless otherwise defined herein, the terms defined in the 2006 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).
SECOND AMENDMENT TO THE BASIC LEASE INFORMATION AND CANYON PARK TECHNOLOGY CENTER OFFICE BUILDING LEASE AGREEMENTOffice Building Lease Agreement • April 4th, 2006 • Omniture, Inc.
This Second Amendment (this “Second Amendment”) to the Basic Lease Information and Canyon Park Technology Center Office Building Lease Agreement dated May 9, 2003 and the First Amendment thereto (together, the “Lease”) is hereby entered into as of December 8, 2004 (the “Effective Date”) by and between TCU PROPERTIES I, LLC, a Utah limited liability company (“Landlord”), and OMNITURE, INC., a Delaware corporation (“Tenant”), having an office at 550 East Timpanogos Circle, Orem, Utah 84097.
OMNITURE, INC.Stock Option Award Agreement • February 1st, 2008 • Omniture, Inc. • Services-prepackaged software • Utah
Unless otherwise defined herein, the terms defined in the Omniture, Inc. 2007 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Award Agreement.
JOSHUA G. JAMES AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2009 • Omniture, Inc. • Services-prepackaged software • Utah
This Employment Agreement (the “Agreement”) was originally entered into as of April 21, 2004 (the “Effective Date”) between Omniture, Inc., a Delaware corporation with its principal offices located at 550 East Timpanogos Circle, Orem, UT 84097, (the “Company”), and Joshua G. James, a resident of Utah (the “Employee”), and is hereby amended and restated in its entirety effective June 7, 2006.
OMNITURE, INC.Stock Option Award Agreement • May 18th, 2009 • Omniture, Inc. • Services-prepackaged software • Utah
Unless otherwise defined herein, the terms defined in the Omniture, Inc. 2006 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (“Award Agreement”).
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 22nd, 2008 • Omniture, Inc. • Services-prepackaged software
THIS SECOND AMENDMENT to Third Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 21st day of October, 2008, by and between Silicon Valley Bank (“Bank”) and Omniture, Inc., a Delaware corporation (“Borrower”) whose address is 550 E. Timpanogos Circle, Orem, UT 84097.
EXHIBIT 10.29B AMENDMENT TO SUBLEASE This amendment to sublease (this "AMENDMENT") is entered into as of September 10, 2003 by and between WebSideStory, Inc. and RF Magic to amend certain provisions of the sublease between them dated July 3, 2001....Sublease Amendment • February 29th, 2008 • Omniture, Inc. • Services-prepackaged software
SEVENTH AMENDMENT TO THE BASIC LEASE INFORMATION AND CANYON PARK TECHNOLOGY CENTER OFFICE BUILDING LEASE AGREEMENTCanyon Park Technology Center Office Building Lease Agreement • February 29th, 2008 • Omniture, Inc. • Services-prepackaged software
This Seventh Amendment (this “Seventh Amendment”) to the Canyon Park Technology Center Office Building Lease Agreement and the Basic Lease Information pertaining thereto, as amended (the “Lease”), is entered into effective for all purposes as of the 11th day of January 2008 by and between TCU-CANYON PARK, LLC, a Utah limited liability company, successor in interest to PROPERTIES I, LLC (“Landlord”), and OMNITURE, INC., a Delaware corporation (“Tenant”), having an office at 550 East Timpanogos Circle, Orem, Utah 84097. Capitalized terms not otherwise defined herein have the meaning set forth in the Lease.
BASIC LEASE INFORMATION CANYON PARK TECHNOLOGY CENTER OFFICE BUILDING LEASE AGREEMENTOffice Building Lease Agreement • April 4th, 2006 • Omniture, Inc. • Utah
The foregoing Basic Lease Information is hereby incorporated into and made a part of the Lease attached hereto (the “Lease”).
SHARE PURCHASE AGREEMENT among OMNITURE, INC., THE SHAREHOLDERS of TOUCH CLARITY LIMITED, THE WARRANTORS (as defined herein) and ALTA BERKELEY LLP and YEHOSHUA ENNIS COLLECTIVELY ACTING AS SHAREHOLDER REPRESENTATIVE Dated as of February 14, 2007Share Purchase Agreement • February 20th, 2007 • Omniture, Inc. • Services-prepackaged software • Delaware
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into on February 14, 2007 by and among Omniture, Inc., a Delaware corporation (the “Purchaser”), each of those holders of issued share capital of Touch Clarity Limited, a company registered in England and Wales with company number 04395864 (the “Company”) set forth on the signature pages hereto (each such holder, as well as any other holder that becomes a party hereto by executing a Joinder Agreement in connection herewith, individually a “Shareholder” and collectively the “Shareholders”), the Warrantors (defined below), Alta Berkeley LLP and Yehoshua Ennis, collectively as the Shareholder Representative. The terms used but not defined in this Agreement shall have the meanings ascribed thereto in Appendix A to this Agreement.
SIXTH AMENDMENT TO THE BASIC LEASE INFORMATION AND CANYON PARK TECHNOLOGY CENTER OFFICE BUILDING LEASE AGREEMENTCanyon Park Technology Center Office Building Lease Agreement • February 29th, 2008 • Omniture, Inc. • Services-prepackaged software
This Sixth Amendment (this “Sixth Amendment”) to the Canyon Park Technology Center Office Building Lease Agreement and the Basic Lease Information pertaining thereto dated as of May 9, 2003, as amended (the “Lease”), is entered into effective for all purposes as of January 11, 2008, by and between TCU-CANYON PARK, successor in interest to TCU PROPERTIES I, LLC, a Utah limited liability company (“Landlord”), and Omniture, Inc., a Delaware corporation (“Tenant”), having an office at 550 East Timpanogos Circle, Orem, Utah 84097.
OMNITURE, INC.Indemnification Agreement • May 24th, 2006 • Omniture, Inc. • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is entered into as of ___, 200_, by and between Omniture, Inc., a Delaware corporation (the “Corporation”), and ___(“Indemnitee”).
