AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG OMNITURE, INC., VOYAGER MERGER CORP. AND VISUAL SCIENCES, INC. Dated as of October 25, 2007Agreement and Plan of Reorganization • October 31st, 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 Merger 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.”
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.
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.
