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
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”).
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:
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”).
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.
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.
OFFICE LEASE Between BRANNAN PROPCO, LLC (Landlord) and OMNITURE, INC. (Tenant)Office Lease • February 29th, 2008 • Omniture, Inc. • Services-prepackaged software • California
business hours. All damage done to the Building by moving or maintaining such furniture, freight or articles shall be repaired by Landlord at Tenant’s expense. Landlord may inspect items brought into the Building or Premises with respect to weight or dangerous nature. Landlord may require that all furniture, equipment, cartons and similar articles removed from the Premises or the Building be listed and a removal permit therefor first be obtained from Landlord. Tenant shall not take or permit to be taken in or out of other entrances or elevators of the Building, any item normally taken, or which Landlord otherwise reasonably requires to be taken, in or out through service doors or on freight elevators. Tenant shall not allow anything to remain in or obstruct in any way, any lobby, corridor, sidewalk, passageway, atrium, entrance, exit, hall, stairway, shipping area, or other such area. Tenant shall move all supplies, furniture and equipment as soon a received directly to the Premises, a
