0001193125-09-119340 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

Merger Agreement • May 27th, 2009 • Sumtotal Systems Inc • Services-prepackaged software • Delaware

• Contract Type
  Merger Agreement
• Filed
  May 27th, 2009
• Company
  Sumtotal Systems Inc
• Industry
  Services-prepackaged software
• Jurisdiction
  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.