OMNITURE, INC. COMMON STOCK PURCHASE AGREEMENT

Exhibit 4.1

Confidential
Execution Copy

OMNITURE, INC.

COMMON STOCK PURCHASE AGREEMENT

January 27, 2009

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

EXHIBITS

A            ENTERPRISE AGREEMENT

B            COMPLIANCE CERTIFICATE

C            SECRETARY’S CERTIFICATE

D            OPINION OF COUNSEL TO THE COMPANY

OMNITURE, INC.

COMMON STOCK PURCHASE AGREEMENT

      THIS COMMON STOCK PURCHASE AGREEMENT (this “ Agreement ”) is dated as of January 27, 2009 (“ Effective Date ”), and is among Omniture, Inc., a Delaware corporation (the “ Company ”), WPP Luxembourg Gamma Three Sarl, a company formed under the laws of Luxembourg, with a principal place of business located at 6 Rue Heine, L-1720 Luxembourg (the “ Investor ”) and, solely with respect to Sections 5.2 and 8 hereof, WPP Group USA, Inc., a Delaware corporation (“ WPP USA ”).

      WHEREAS , the Company and the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “ Securities Act ”), and Rule 506 of Regulation D (“ Regulation D ”) as promulgated by the United States Securities and Exchange Commission (the “ SEC ”) under the Securities Act;

      WHEREAS , the Investor wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, 2,852,578 shares (the “ Shares ”) of the Company’s common stock, par value $0.001 per share (“ Common Stock ”).

      WHEREAS , contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering an Omniture Enterprise Channel Partner Agreement, substantially in the form attached hereto as Exhibit A (the “ Enterprise Agreement ”).

      WHEREAS , the Company and the Investor wish to set forth the terms and conditions upon which the Company will sell, and the Investor will purchase the Shares.

      NOW, THEREFORE , the parties hereto agree as follows:

SECTION 1

AUTHORIZATION, SALE AND ISSUANCE

      1.1 Authorization .  The Company will, prior to the Closing (as defined below), authorize the sale and issuance of the Shares.

      1.2 Sale and Issuance of Shares .  Subject to the terms and conditions of this Agreement, the Investor agrees to purchase, and the Company agrees to sell and issue to the Investor the Shares, at a cash purchase price per share equal to $8.76, which the parties acknowledge represents 100% of the arithmetic average of the closing prices for the Company’s Common Stock, as reported on the Nasdaq Global Select Market for the five (5) consecutive trading days ending on the trading day immediately prior to the date of Closing (the “ Purchase Price ”).

SECTION 2

CLOSING DATES AND DELIVERY

      2.1 Closing .  The purchase, sale and issuance of the Shares (the “ Closing ”) shall take place at the offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation One Market Street, Spear Tower, Suite 3300 San Francisco, California 94105, on the Effective Date, or such other date as the Company and the Investor shall agree.

      2.2 Delivery .  Within five (5) business days following the Closing, the Company will deliver to the Investor a certificate registered in the Investor’s name representing the number of Shares that the Investor is purchasing against payment of the Purchase Price, by wire transfer in accordance with the Company’s instructions, provided that the Shares shall be, and shall for all purposes be deemed to have been, issued as of the date of the Closing.

SECTION 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     Except as disclosed in writing in the (i) disclosure letter supplied by the Company to the Investor dated as of the date hereof (the “ Disclosure Letter ”), the contents of the Disclosure Letter will be deemed to be representations and warranties if made hereunder, (ii) the Company SEC Reports (as defined below), or (iii) the Financial Statements (including the notes thereto) (collectively, the “ Disclosure Materials ”), the Company represents and warrants to the Investor as of the Effective Date as follows:

      3.1 Organization; Standing and Power; Charter Documents; Significant Subsidiaries. 

               (a)  Organization; Standing and Power . The Company and each of its Significant Subsidiaries (as defined in Rule 1.02 of Regulation S-X as promulgated by the SEC, each a “ Significant Subsidiary ” and collectively, the “ Significant Subsidiaries ”) (i) is a corporation or other organization duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (except in the case of good standing for entities organized under the laws of any jurisdiction that does not recognize such concept), (ii) has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and (iii) is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to so qualify or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. For the purposes of this Agreement, “ Material Adverse Effect ” means a material adverse effect on the consolidated financial position, stockholders’ equity, results of operation, business or properties of the Company and its subsidiaries taken as a whole other than any change, event or circumstance to the extent resulting from or arising in connection with (A) economic or political conditions in general, including the recent economic downturn, and effects on the software or online commerce industry and/or (B) the securities or credit markets in general.

               (b) Charter Documents . The Company has delivered or made available to the Investor a true and correct copy of the Company’s Amended and Restated Certificate of Incorporation (including any Certificate of Designations) and Amended and Restated Bylaws, each as amended to date (collectively, the “ Company Charter Documents ”) and each such instrument is in full force and effect. The Company is not in

violation of any of the provisions of the Company Charter Documents, except as would not reasonably be expected to have a Material Adverse Effect.

      3.2 Capital Structure . 

          (a) Capital Stock .

               (i) The authorized capital stock of the Company consists of: (i) 250,000,000 shares of Common Stock, par value $0.001 per share and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share (the “ Preferred Stock ”). At the close of business on January 22, 2009: (i) 73,007,740 shares of Common Stock were issued and outstanding, (ii) no shares of Common Stock were issued and held by the Company in its treasury, and (iii) no shares of Preferred Stock were issued and outstanding. Since the close of business on January 22, 2009 through the execution of this Agreement, the Company has not issued any shares of Common Stock, other than pursuant to the exercise of Company Options (as defined below) outstanding as of January 22, 2009 and granted pursuant to the Company Stock Plans (as defined below).

               (ii) All of the outstanding shares of capital stock of the Company are and all of the Shares, when issued and delivered and paid for in compliance with the provisions of this Agreement will be validly issued, fully paid and nonassessable and will be free of any lien, charge or encumbrance other than (x) limitations on transfer under this Agreement and under applicable laws, and (y) any lien, charge or encumbrance resulting from actions or omissions of the Investor.

          (b) Stock Options . As of the close of business on January 22, 2009: (i) 13,147,937 shares of Common Stock were subject to issuance pursuant to outstanding options to purchase or rights to purchase or acquire Common Stock or stock appreciation rights (the “ Company Options ”) under the stock option, stock award, stock appreciation or phantom stock plans of the Company (the “ Company Stock Plans ”), (ii) 4,804,233 shares of Common Stock were available for future issuance under the Company Stock Plans, (iii) 1,563,622 shares of Common Stock were available for future issuance under the employee stock purchase plan of the Company and (iv) 378,828 shares of Common Stock were subject to issuance pursuant to outstanding options, rights or warrants to purchase Common Stock issued other than pursuant to the Company Stock Plans and the Company employee stock purchase plan. Since the close of business on January 22, 2009 through the execution of this Agreement, no Company Options have been granted and no additional shares of Common Stock have been reserved for future issuance pursuant to Company Options or other equity-based awards available for grant under the Company Stock Plans. There are no outstanding or authorized phantom stock or other similar rights (whether payable in stock, cash or other property) with respect to the Company.

          (c) Other Securities .

               (i) Except as otherwise set forth in Section 3.2(a) and (b) above, as the date hereof, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, or other voting securities of the Company, or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking.

               (ii) All outstanding shares of Common Stock, and all outstanding Company Options have been issued and granted in compliance in all material respects with all applicable securities laws.

      3.3 Authority; Non-Contravention; Necessary Consents . 

          (a) Authority . The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company to authorize this Agreement. This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and general equity principles.

          (b) Non–Contravention . The execution and delivery of this Agreement by the Company does not, and performance by the Company of its obligations hereunder will not: (i) conflict with or violate the Company Charter Documents, (ii) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any material law, administrative regulation or ruling, or court decree applicable to the Company (“ Legal Requirement ”), or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any pledges, claims, liens, charges, encumbrances, and security interests (collectively, “ Liens ”) on any of the properties or assets of the Company pursuant to, any Material Contract except for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. For the purposes of this Agreement, the term “ Material Contract ” means all agreements filed or incorporated by reference by the Company in the Company SEC Reports pursuant to Section 10 of Item 601(b) of Regulation S-K promulgated under the Securities Act to which the Company or any Significant Subsidiary is a party or to which any of the property or assets of the Company or any Significant Subsidiary are subject.

          (c) Necessary Consents . No consent, approval, order or authorization of, or registration, declaration or filing with any court, governmental agency or body (“ Governmental Entity ”) is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement and the performance of the Company of its obligations hereunder, except: (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and satisfaction of such other requirements of the comparable applicable laws of other jurisdictions, (ii) any filing of Form D under Regulation D under the Securities Act, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign country and (iv) such other consents, approvals, orders, authorizations, registrations, declarations or filings, the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

      3.4 SEC Filings; Financial Statements . 

          (a) SEC Filings . The Company has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1, 2008. The Company has made available to the Investor all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents are referred to herein as the “ Company SEC Reports .” As of their respective dates, or, if amended or supplemented prior to the date

of this Agreement, as of the date of such amendment or supplement, each Company SEC Report (i) complied in all material respects with the requirements of the Securities Act, or the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Report and (ii) did not at the time it was filed (or became effective in the case of a registration statement), or if amended, supplemented or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

          (b) Financial Statements . The financial statements of the Company included in the Company SEC Reports (the “ Financial Statements ”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or, if an amendment with respect to any such document was filed, when such amendment was filed). The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (“ GAAP ”), except as may be otherwise specified in the Financial Statements or the notes thereto, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Since September 30, 2008 (the “ Balance Sheet Date ”) (a) there has been no event, occurrence or development that has or that could reasonably be expected to result in a Material Adverse Effect, (b) neither the Company nor any Significant Subsidiary has incurred any liabilities (contingent or otherwise) other than (x) liabilities incurred in the ordinary course of business and (y) liabilities not required to be reflected in the Financial Statements pursuant to GAAP or required to be disclosed in filings made with the SEC, (c) the Company has not altered its method of accounting or the identity of its independent registered public accounting firm and (d) the Company has not declared or made any payment or distribution of cash or other property to its stockholders or officers or directors (other than in compliance with existing Company Stock Plans) with respect to its capital stock, or purchased, redeemed (or made any agreements to purchase or redeem) any shares of its capital stock.

      3.5 Absence of Certain Changes or Events .  Since the Balance Sheet Date and other than repurchases of Common Stock pursuant to the terms of equity awards under Company Options or Company Stock Plans, there has not been (i) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s capital stock, or any purchase, redemption or other acquisition by the Company of any of the Company’s capital stock or any other securities of the Company or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, or (ii) any split, combination or reclassification of any of the Company’s capital stock.

      3.6 Compliance .  Neither the Company nor any of its Significant Subsidiaries is (i) in default under or in violation of nor has the Company or any of its Significant Subsidiaries received written notice of a claim that it is in default under any Material Contract, (ii) in violation of any order of any Governmental Entity, or (iii) in violation of any statute, rule or regulation of any Governmental Entity, in each case of clause (i), (ii) or (iii) above, except as would not reasonably be expected to have or result in a Material Adverse Effect.

      3.7 Litigation .  There are no claims, suits, actions, judgments or proceedings pending or, to the Company’s knowledge, threatened in writing against the Company or any of its Significant Subsidiaries, by or before any court, governmental department, commission, agency, instrumentality or authority, or any

arbitrator that seeks to restrain or enjoin the consummation of the transactions contemplated by this Agreement or which would reasonably be expected, either singularly or in the aggregate with all such claims, actions, judgments or proceedings, to have a Material Adverse Effect. For the purposes of this Agreement, the term “ knowledge ” means the actual knowledge of the executive officers of the Company.

      3.8 Brokers’ and Finders’ Fees .  The Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby, in any case, for which the Company or any of its Subsidiaries will be liable or have any obligations.

SECTION 4

REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

     The Investor hereby represents and warrants to the Company as follows:

      4.1 No Registration .  The Investor understands that the Shares have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.

      4.2 Investment Intent .  The Investor is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor further represents that it does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participation to such person or entity or to any third person or entity with respect to any of the Shares.

      4.3 Investment Experience .  The Investor has substantial experience in evaluating and investing in private placement transactions of securities and acknowledges that the Investor can protect its own interests. The Investor has such knowledge and experience in financial and business matters so that the Investor is capable of evaluating the merits and risks of its investment in the Company.

      4.4 Speculative Nature of Investment .  The Investor understands and acknowledges that an investment in the Company is highly speculative and involves substantial risks. The In