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the Stockholder Representative and the Escrow Agent (the “Prior Agreement”), and the Prior Agreement is hereby superseded in its entirety.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
