Sumtotal Systems Inc Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among AMBER ACQUISITION INC. AMBER HOLDING INC. and SUMTOTAL SYSTEMS, INC. Dated as of May 26, 2009
Agreement and Plan of Merger • May 27th, 2009 • Sumtotal Systems Inc • Services-prepackaged software • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 26, 2009 by and among Amber Holding Inc., a Delaware corporation (“Newco”), Amber Acquisition 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.

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AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • May 5th, 2009 • Sumtotal Systems Inc • Services-prepackaged software • California

This Change of Control Severance Agreement (the “Agreement”) is entered into this ____ day of ________, 20__ (the “Effective Date”) between _____________________________ (“Executive”) and SumTotal Systems, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events following a change of control of the ownership of the Company (defined as “Change of Control”).

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CLICK2LEARN, INC. VOTING AGREEMENT
Voting Agreement • November 17th, 2003 • Hockey Merger Corp • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 20, 2003, by and between Docent Inc., a Delaware corporation (“Docent”), and the undersigned Stockholder of Click2learn, Inc. (“Stockholder”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 1st, 2005 • Sumtotal Systems Inc • Services-prepackaged software • Delaware

This Indemnification Agreement (the “Agreement”) is made as of April , 2004 by and between SumTotal Systems, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).

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AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG SUMTOTAL SYSTEMS, INC., PATHLORE SOFTWARE CORPORATION, GALAXY ACQUISITION CORPORATION, JAMES COLLIS, AS STOCKHOLDER REPRESENTATIVE AND U.S. BANK NATIONAL ASSOCIATION, AS ESCROW AGENT Dated...
Agreement and Plan of Merger • September 23rd, 2005 • Sumtotal Systems Inc • Services-prepackaged software • Delaware

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of September 19, 2005, by and among SumTotal Systems, Inc., a Delaware corporation (“SumTotal”), Pathlore Software Corporation, a Delaware corporation (“Pathlore”), Galaxy Acquisition Corporation, a Delaware corporation (“Merger Sub”), as to Sections 1.7(e) and 7.3(h) only, James Collis, as Stockholder Representative and as to Section 7.3 only, U.S. Bank National Association, as Escrow Agent, and amends and restates that prior Agreement and Plan of Merger, dated August 3, 2005, by and among SumTotal, Merger Sub, Pathlore, the Stockholder Representative and the Escrow Agent (the “Prior Agreement”), and the Prior Agreement is hereby superseded in its entirety. Unless otherwise expressly indicated, references to “the date of this Agreement,” “the date hereof” and terms of similar import shall refer to the date of the Prior Agreement. Capitalized terms that are used herein shall have the re

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FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 21st, 2007 • Sumtotal Systems Inc • Services-prepackaged software • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of May 18, 2007, between SumTotal Systems, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 8th, 2007 • Sumtotal Systems Inc • Services-prepackaged software • New York

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 17, 2007, is entered into by and among the Lenders signatory hereto, WELLS FARGO FOOTHILL, INC., a California corporation, in its capacity as Agent for the Lenders and Bank Product Providers (in such capacity, “Agent”), and SUMTOTAL SYSTEMS, INC., a Delaware corporation (“Borrower”). Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.

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THIRD AMENDMENT AND CONSENT TO CREDIT AGREEMENT
Credit Agreement • November 14th, 2006 • Sumtotal Systems Inc • Services-prepackaged software • New York

THIS THIRD AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 13, 2006, is entered into by and among the Lenders signatory hereto, WELLS FARGO FOOTHILL, INC., a California corporation, in its capacity as Agent for the Lenders and Bank Product Providers (in such capacity, “Agent”), and SUMTOTAL SYSTEMS, INC., a Delaware corporation (“Borrower”). Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.

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FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 7th, 2007 • Sumtotal Systems Inc • Services-prepackaged software • New York

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 19, 2007, is entered into by and among the Lenders signatory hereto, WELLS FARGO FOOTHILL, INC., a California corporation, in its capacity as Agent for the Lenders and Bank Product Providers (in such capacity, “Agent”), and SUMTOTAL SYSTEMS, INC., a Delaware corporation (“Borrower”). Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.

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DOCENT, INC. VOTING AGREEMENT
Voting Agreement • November 17th, 2003 • Hockey Merger Corp • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 20, 2003, by and between Click2learn, Inc., a Delaware corporation (“Click2learn”), and the undersigned Stockholder of Docent, Inc. (“Stockholder”).

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among SUMTOTAL SYSTEMS, INC., SEAL ACQUISITION CORPORATION, MINDSOLVE TECHNOLOGIES, INC. DANIEL D. BOCCABELLA, JR., JEFFREY ALLEN LYONS AND CHARLES V. STEADHAM, JR. as the Company Stockholders,...
Agreement and Plan of Merger and Reorganization • November 14th, 2006 • Sumtotal Systems Inc • Services-prepackaged software • Florida

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of November 13, 2006 by and among SumTotal Systems, Inc., a Delaware corporation (“Parent”), Seal Acquisition Corporation, a Florida corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Mindsolve Technologies, Inc., a Florida Subchapter S corporation (the “Company”), Daniel D. Boccabella, Jr. (“Boccabella”), Jeffrey Allen Lyons (“Lyons”) and Charles V. Steadham, Jr. (“Steadham”) (as the Company Stockholders), and with respect to Article VIII, Article IX, and Article X hereof, Steadham as Stockholder Representative (the “Stockholder Representative”), and Mellon Investor Services LLC as Escrow Agent (the “Escrow Agent”).

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December 18, 2003 Mr. John Atherly 110-110th Avenue NE Bellevue, WA 98004 Dear John,
Hockey Merger Corp • January 6th, 2004 • Services-prepackaged software
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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 16th, 2007 • Sumtotal Systems Inc • Services-prepackaged software • New York

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 11, 2006, is entered into by and among the Lenders signatory hereto, WELLS FARGO FOOTHILL, INC., a California corporation, in its capacity as Agent for the Lenders and Bank Product Providers (in such capacity, “Agent”), and SUMTOTAL SYSTEMS, INC., a Delaware corporation (“Borrower”). Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.

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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • May 19th, 2009 • Sumtotal Systems Inc • Services-prepackaged software • Delaware

THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER, dated as of May 18, 2009 (this “Amendment”) is made and entered into by and among ST Software Holdings, LLC, a Delaware limited liability company (“Newco”), ST Mergersub, Inc., a Delaware corporation and wholly owned subsidiary of Newco (“Merger Sub”) and SumTotal Systems, Inc., a Delaware corporation (the “Company”).

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SUPPLEMENTAL LETTER AGREEMENT dated as of September 29, 2005
Supplemental Letter Agreement • October 6th, 2005 • Sumtotal Systems Inc • Services-prepackaged software • Delaware
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Re: Transition Agreement
Transition Agreement • November 8th, 2007 • Sumtotal Systems Inc • Services-prepackaged software • California

This letter sets forth the terms of the transition agreement (the “Agreement”) between you and SumTotal Systems, Inc. (the “Company”).

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FORM OF CHANGE OF CONTROL AGREEMENT
Form of Change of Control Agreement • August 1st, 2005 • Sumtotal Systems Inc • Services-prepackaged software • California

This Change of Control Severance Agreement (the “Agreement”) is entered into this day of , 2004 (the “Effective Date”) between (“Executive”) and SumTotal Systems, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events following a change of control of the ownership of the Company (defined as “Change of Control”).

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SumTotal Systems, Inc. INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • November 6th, 2008 • Sumtotal Systems Inc • Services-prepackaged software

This Independent Contractor Agreement (this “Agreement”) is made and entered into as of August 1, 2008 (the “Effective Date”) by the above-named Contractor with SUMTOTAL SYSTEMS, INC., a Delaware corporation, including its wholly-owned subsidiaries. In consideration of the covenants and conditions hereinafter set forth, SumTotal Systems and Contractor agree as follows:

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October 18, 2005
The Agreement • October 19th, 2005 • Sumtotal Systems Inc • Services-prepackaged software
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SUMTOTAL SYSTEMS, INC. KEVIN OAKES SEPARATION, RELEASE AND CONSULTING AGREEMENT
Release and Consulting Agreement • February 13th, 2006 • Sumtotal Systems Inc • Services-prepackaged software • Washington

This Separation and Consulting Agreement is entered into by and between SumTotal Systems, Inc. (the “Company”) and Kevin Oakes (“Oakes”) (Oakes and Company may collectively be referred to as “Parties” or, individually, as “Party”). The Agreement shall be effective on the eighth date after Oakes signs the Agreement, assuming the Company has signed the Agreement by that date (the “Effective Date”).

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October __, 2005
Sumtotal Systems Inc • November 9th, 2005 • Services-prepackaged software

We are pleased to offer you a cash incentive to remain employed with the Company. We are offering you the retention bonus described in this letter agreement because we recognize that you are critical to the success of our future business operations and you have the potential to make a significant impact on our future growth.

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SUMTOTAL SYSTEMS, INC. REGISTRATION RIGHTS AGREEMENT August 3, 2005
Registration Rights Agreement • March 28th, 2006 • Sumtotal Systems Inc • Services-prepackaged software • Delaware

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of August 3, 2005, by and among SumTotal Systems, Inc., a Delaware corporation (“SumTotal”), and the persons and entities (each, a “Stockholder” and collectively, the “Stockholders”) listed on Exhibit A hereto. This Agreement shall become effective only upon the Effective Time of the Mergers.

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TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • October 20th, 2008 • Sumtotal Systems Inc • Services-prepackaged software • California

This Separation Agreement and Release (“Agreement”) is made by and between Donald E. Fowler (“Executive”) and SumTotal Systems, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

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SUMTOTAL SYSTEMS, INC.
Stock Unit Award Agreement • May 8th, 2008 • Sumtotal Systems Inc • Services-prepackaged software • California

Unless otherwise defined herein, the terms defined in the 2004 Equity Incentive Plan (“Plan”) will have the same defined meanings in this Stock Unit Award Agreement (the “Agreement”).

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SUMTOTAL SYSTEMS, INC. 2004 EQUITY INCENTIVE PLAN
Award Agreement • March 28th, 2006 • Sumtotal Systems Inc • Services-prepackaged software • Washington

SUMTOTAL SYSTEMS, INC. hereby establishes the SumTotal Systems, Inc. 2004 Equity Incentive Plan, effective upon its adoption by the Board of Directors.

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SUMTOTAL SYSTEMS, INC.
Stock Option Agreement • April 6th, 2006 • Sumtotal Systems Inc • Services-prepackaged software • California

Unless otherwise defined herein, the terms defined in the Plan will have the same defined meanings in this Award Agreement.

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WAIVER AND SIXTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 6th, 2008 • Sumtotal Systems Inc • Services-prepackaged software • New York

THIS WAIVER AND SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 26, 2008, is entered into by and among the Lenders signatory hereto, WELLS FARGO FOOTHILL, INC., a California corporation, in its capacity as Agent for the Lenders and Bank Product Providers (in such capacity, “Agent”), and SUMTOTAL SYSTEMS, INC., a Delaware corporation (“Borrower”). Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.

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SUMTOTAL SYSTEMS, INC.
Restricted Stock Award Agreement • November 9th, 2005 • Sumtotal Systems Inc • Services-prepackaged software

Unless otherwise defined herein, the terms defined in the 2004 Equity Incentive Plan (“Plan”) will have the same defined meanings in this Restricted Stock Award Agreement (the “Agreement”).

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FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER
Credit Agreement and Waiver • March 28th, 2006 • Sumtotal Systems Inc • Services-prepackaged software • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this “Amendment”), dated as of October 21, 2005, is entered into by and among the Lenders signatory hereto, WELLS FARGO FOOTHILL, INC., a California corporation, in its capacity as Agent for the Lenders and Bank Product Providers (in such capacity, “Agent”), and SUMTOTAL SYSTEMS, INC., a Delaware corporation (“Borrower”). Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.

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Ramon Villareal Dear Ray:
Letter Confirms the Agreement • May 5th, 2009 • Sumtotal Systems Inc • Services-prepackaged software • California

This letter confirms the agreement (this “Agreement”) between you and SumTotal Systems, Inc., (the “Company”) concerning the terms of your separation and offers you the separation compensation described below in exchange for a release of claims and certain obligations.

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SumTotal Systems, Inc. INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • November 30th, 2005 • Sumtotal Systems Inc • Services-prepackaged software

This Independent Contractor Agreement (this “Agreement”) is made and entered into as of October 25, 2005 (the “Effective Date”) by the above-named Contractor with SUMTOTAL SYSTEMS, INC., a Delaware corporation, including its wholly-owned subsidiaries. In consideration of the covenants and conditions hereinafter set forth, SumTotal Systems and Contractor agree as follows:

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CREDIT AGREEMENT by and among SUMTOTAL SYSTEMS, INC. as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, INC. as the Arranger and Administrative Agent Dated as of October 4, 2005
Credit Agreement • October 6th, 2005 • Sumtotal Systems Inc • Services-prepackaged software • New York

THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 4, 2005, 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, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and SUMTOTAL SYSTEMS, INC., a Delaware corporation (“Borrower”).

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