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

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

• Contract Type
  Agreement and Plan of Merger
• 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.