AGREEMENT AND PLAN OF MERGER by and among ST SOFTWARE HOLDINGS, LLC ST MERGERSUB, INC. and SUMTOTAL SYSTEMS, INC. Dated as of April 23, 2009Merger Agreement • April 24th, 2009 • Sumtotal Systems Inc • Services-prepackaged software • 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.
