Research Pit

[Mr. Zen]

On August 3, 2005, SumTotal Systems, Inc., a Delaware corporation (“SumTotal Systems”), Galaxy Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of SumTotal Systems (“Sub”), and Pathlore Software Corporation, a Delaware corporation (“Pathlore”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Sub will be merged with and into Pathlore (the “First Merger”), and, as part of the same overall transaction, the surviving entity of the First Merger will be merged with and into SumTotal Systems (the “Merger”). On September 19, 2005, the parties entered into an Amended and Restated Agreement and Plan of Merger (the “Amended and Restated Merger Agreement”), which amends and restates the Merger Agreement to, among other things, delete references to and requirements for the Pathlore Voting Agreements and add a requirement that Pathlore promptly seek irrevocable written consents (the “Consents”) from certain Pathlore stockholders (the “Support Stockholders”) in favor of approving and adopting the Amended and Restated Merger Agreement and approving the First Merger, which Consents have been delivered to SumTotal. The Support Stockholders hold sufficient shares of Pathlore capital stock to approve the Merger. The Consents shall become effective upon issuance of a permit by the California Department of Corporations following a hearing pursuant to Section 25142 of the California Corporations Code before a designee of the Commissioner of Corporations of the State of California (the “Hearing”).



The foregoing description of the Merger and the Amended and Restated Merger Agreement is qualified in its entirety by reference to the Amended and Restated Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.



The Company and Pathlore currently expect the Hearing mentioned above to occur on September 29, 2005.


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