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 as of August 3, 2005Merger Agreement • August 3rd, 2005 • Sumtotal Systems Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of August 3, 2005 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. Capitalized terms that are used herein shall have the respective meanings ascribed thereto in Article IX hereof.
