0001193125-09-087013 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among ST SOFTWARE HOLDINGS, LLC ST MERGERSUB, INC. and SUMTOTAL SYSTEMS, INC. Dated as of April 23, 2009

Agreement and Plan of Merger • April 24th, 2009 • Sumtotal Systems Inc • Services-prepackaged software • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  April 24th, 2009
• Company
  Sumtotal Systems Inc
• Industry
  Services-prepackaged software
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 23, 2009 by and among ST Software Holdings, LLC, a Delaware limited liability company (“Newco”), ST Mergersub, Inc., a Delaware corporation and a wholly owned subsidiary of Newco (“Merger Sub”), and SumTotal Systems, Inc., a Delaware corporation (the “Company”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I.