0001193125-08-227841 Sample Contracts

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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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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