1 EXHIBIT 1.1 SABA SOFTWARE, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 3rd, 2000 • Saba Software Inc • Services-prepackaged software • New York
WITNESSETH:Lease Agreement • March 16th, 2000 • Saba Software Inc • Services-prepackaged software
EXHIBIT 10.6 SABA SOFTWARE, INC. RESTRICTED STOCK PURCHASE AGREEMENT THIS RESTRICTED STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as of ______________, by and between Saba Software, Inc., a Delaware corporation (the "Company"), and...Restricted Stock Purchase Agreement • January 31st, 2000 • Saba Software Inc • California
SABA SOFTWARE, INC. and MELLON INVESTOR SERVICES LLC as Rights Agent RIGHTS AGREEMENT Dated as of June 2, 2009Rights Agreement • June 2nd, 2009 • Saba Software Inc • Services-prepackaged software • New York
RIGHTS AGREEMENT, dated as of June 2, 2009 (the “Agreement”), between Saba Software, Inc., a Delaware corporation, and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”).
1 EXHIBIT 10.1 INDEMNIFICATION AGREEMENT THIS AGREEMENT is entered into, effective as of January ___, 2000, by and between Saba Software, Inc., a Delaware corporation (the "Company"), and __________________________ ("Indemnitee"). WHEREAS, it is...Indemnification Agreement • January 31st, 2000 • Saba Software Inc • Delaware
AGREEMENT AND PLAN OF MERGER by and among VECTOR TALENT II LLC, a Delaware limited liability company, VECTOR TALENT MERGER SUB, INC., a Delaware corporation, and SABA SOFTWARE, INC., a Delaware corporation. Dated as of February 10, 2015Agreement and Plan of Merger • February 11th, 2015 • Saba Software Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 10, 2015 (the “Agreement Date”), by and among Vector Talent II LLC, a Delaware limited liability company (“Parent”), Vector Talent Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Saba Software, Inc., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2010 • Saba Software Inc • Services-prepackaged software • California
This Employment Agreement (this “Agreement”), by and between Saba Software, Inc., a Delaware corporation (the “Company”), and Jeffrey T. Carr (“Executive”), is effective as of April 1, 2009 (the “Effective Date”).
1 EXHIBIT 10.8 STOCK PURCHASE AND MASTER STRATEGIC RELATIONSHIP AGREEMENT This Stock Purchase and Master Strategic Relationship Agreement (this "Agreement") is entered into as of March 31, 2000, by and between Saba Software, Inc., a Delaware...Stock Purchase and Master Strategic Relationship Agreement • April 6th, 2000 • Saba Software Inc • Services-prepackaged software • California
R E C I T A L SInvestors' Rights Agreement • March 16th, 2000 • Saba Software Inc • Services-prepackaged software • California
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 14th, 2006 • Saba Software Inc • Services-prepackaged software • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and SABA SOFTWARE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
WELLS FARGO BANK, NATIONAL ASSOCIATION c/o Wells Fargo Capital Finance, LLCExtension Under Credit Agreement • December 4th, 2012 • Saba Software Inc • Services-prepackaged software
Reference is made to: (i) that certain CREDIT AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) dated as of June 27, 2011 by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), and SABA SOFTWARE, INC., a Delaware corporation (“Borrower”), (ii) that certain Extension under Credit Agreement Letter (the “First Extension Letter”) dated as of April 13, 2012 by and between Lender and Borrower, (iii) that certain Second Extension under Credit Agreement Letter (the “Second Extension Letter”) dated as of May 31, 2012 by and between Lender and Borrower, (iv) that certain Third Extension under Credit Agreement Letter (the “Third Extension Letter”) dated as of June 28, 2012 by and between Lender and Borrower, (v) that certain Extension Under Credit Agreement Letter (the “Fourth Extension Letter”) dated as of July 31, 2012 and effective July 30, 2012, by and between Lender and Borrower, (vi) that certain Extension Under Credit
WELLS FARGO BANK, NATIONAL ASSOCIATION c/o Wells Fargo Capital Finance, LLCCredit Agreement • March 1st, 2013 • Saba Software Inc • Services-prepackaged software
Reference is made to: (i) that certain CREDIT AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) dated as of June 27, 2011 by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), and SABA SOFTWARE, INC., a Delaware corporation (“Borrower”), (ii) that certain Extension under Credit Agreement Letter (the “First Extension Letter”) dated as of April 13, 2012 by and between Lender and Borrower, (iii) that certain Second Extension under Credit Agreement Letter (the “Second Extension Letter”) dated as of May 31, 2012 by and between Lender and Borrower, (iv) that certain Third Extension under Credit Agreement Letter (the “Third Extension Letter”) dated as of June 28, 2012 by and between Lender and Borrower, (v) that certain Extension Under Credit Agreement Letter (the “Fourth Extension Letter”) dated as of July 31, 2012 and effective July 30, 2012, by and between Lender and Borrower, (vi) that certain Extension Under Credit
WELLS FARGO BANK, NATIONAL ASSOCIATION c/o Wells Fargo Capital Finance, LLCCredit Agreement • February 3rd, 2014 • Saba Software Inc • Services-prepackaged software
Reference is made to: (i) that certain AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) dated as of June 27, 2011 by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), each of the Domestic Subsidiaries (as defined in therein) of Borrower party thereto as Subsidiary Guarantors, and SABA SOFTWARE, INC., a Delaware corporation (“Borrower”) (ii) that certain Extension under Credit Agreement Letter (the “First Extension Letter”) dated as of September 27, 2013 by and among Lender, Borrower and Subsidiary Guarantors, (iii) that certain Extension under Credit Agreement Letter (the “Second Extension Letter”) dated as of October 28, 2013 by and among Lender, Borrower and Subsidiary Guarantors, (iv) that certain Extension under Credit Agreement, Amendment Number Three to Credit Agreement and Waiver Letter (the “Third Extension Letter”) dated as of November 30, 2013 by and among Lender, Borrower an
WELLS FARGO BANK, NATIONAL ASSOCIATION c/o Wells Fargo Capital Finance, LLCCredit Agreement • April 30th, 2013 • Saba Software Inc • Services-prepackaged software
Reference is made to: (i) that certain CREDIT AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) dated as of June 27, 2011 by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), and SABA SOFTWARE, INC., a Delaware corporation (“Borrower”), (ii) that certain Extension under Credit Agreement Letter (the “First Extension Letter”) dated as of April 13, 2012 by and between Lender and Borrower, (iii) that certain Second Extension under Credit Agreement Letter (the “Second Extension Letter”) dated as of May 31, 2012 by and between Lender and Borrower, (iv) that certain Third Extension under Credit Agreement Letter (the “Third Extension Letter”) dated as of June 28, 2012 by and between Lender and Borrower, (v) that certain Extension Under Credit Agreement Letter (the “Fourth Extension Letter”) dated as of July 31, 2012 and effective July 30, 2012, by and between Lender and Borrower, (vi) that certain Extension Under Credit
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG SABA SOFTWARE, INC., SPRUCE ACQUISITION CORPORATION, SPRUCE ACQUISITION, LLC, AND CENTRA SOFTWARE, INC. October 5, 2005Merger Agreement • October 6th, 2005 • Saba Software Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of October 5, 2005 (the “Execution Date”) by and among SABA SOFTWARE, INC., a Delaware corporation (“Parent”), SPRUCE ACQUISITION CORPORATION, a Delaware corporation (“Merger Sub 1”), SPRUCE ACQUISITION, LLC, a Delaware limited liability company (“Merger Sub 2”) and CENTRA SOFTWARE, INC., a Delaware corporation (“Company”).
MEMBERSHIP INTERESTS PURCHASE AGREEMENT by and among SABA SOFTWARE, INC., a Delaware corporation; HAL ACQUISITION SUB INC., a Delaware corporation; MARTIN SACKS, an individual; and HUMANCONCEPTS, LLC, a California limited liability company. DATED AS...Membership Interests Purchase Agreement • March 20th, 2012 • Saba Software Inc • Services-prepackaged software • California
THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 19, 2012, by and among Saba Software, Inc., a Delaware corporation (“Parent”), HAL Acquisition Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), HumanConcepts, LLC, a California limited liability company (the “Company”), and Martin Sacks, an individual (“Seller”). Certain capitalized terms in this Agreement are defined in Exhibit A.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2004 • Saba Software Inc • Services-prepackaged software • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of the date hereof by and among the Company, and the Purchasers (the “Purchase Agreement”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 27, 2011 among SABA SOFTWARE, INC., as borrower the Subsidiary Guarantors party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as LenderCredit Agreement • July 1st, 2011 • Saba Software Inc • Services-prepackaged software • California
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of June 27, 2011 by and among SABA SOFTWARE, INC., a Delaware corporation (“Borrower”), each of the Domestic Subsidiaries of Borrower party hereto as Subsidiary Guarantors, and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”).
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 27th, 2011 • Saba Software Inc • Services-prepackaged software
This Amendment to Amended and Restated Employment Agreement (this “Amendment”) is entered into as of December 23, 2011 by and between Saba Software, Inc., a Delaware corporation (“Saba”), and Bobby Yazdani (“Executive”).
WELLS FARGO BANK, NATIONAL ASSOCIATION c/o Wells Fargo Capital Finance, LLCCredit Agreement • December 4th, 2013 • Saba Software Inc • Services-prepackaged software
Reference is made to: (i) that certain AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) dated as of June 27, 2011 by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), each of the Domestic Subsidiaries (as defined in therein) of Borrower party thereto as Subsidiary Guarantors, and SABA SOFTWARE, INC., a Delaware corporation (“Borrower”) (ii) that certain Extension under Credit Agreement Letter (the “First Extension Letter”) dated as of September 27, 2013 by and among Lender, Borrower and Subsidiary Guarantors, and (iii) that certain Extension under Credit Agreement Letter (the “Second Extension Letter”) dated as of October 28, 2013 by and among Lender, Borrower and Subsidiary Guarantors. All initially capitalized terms used herein without definition shall have the meanings ascribed thereto in the Credit Agreement.
LOAN AND SECURITY AGREEMENT by and between SILICON VALLEY BANK Santa Clara, CA 95054 Attn: Loan Services Facsimile No.: (650) 320-0016 and SABA SOFTWARE, INC. Redwood Shores, CA 94065 Attn: Chief Financial Officer Facsimile No.: (650) 581-2545 TOTAL...Loan and Security Agreement • October 15th, 2002 • Saba Software Inc • Services-prepackaged software
This LOAN AND SECURITY AGREEMENT dated August 30, 2002, between SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and SABA SOFTWARE, INC., a Delaware corporation (“Borrower”), whose address is 2400 Bridge Parkway, Redwood Shores, CA 94065 provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:
WELLS FARGO BANK, NATIONAL ASSOCIATION c/o Wells Fargo Capital Finance, LLCCredit Agreement • June 1st, 2012 • Saba Software Inc • Services-prepackaged software
Reference is made to: (i) that certain CREDIT AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) dated as of June 27, 2011 by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), and SABA SOFTWARE, INC., a Delaware corporation (“Borrower”) and (ii) that certain Extension under Credit Agreement Letter (the “First Extension Letter”) dated as of April 13, 2012 by and between Lender and Borrower. All initially capitalized terms used herein without definition shall have the meanings ascribed thereto in the Credit Agreement.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and between SILICON VALLEY BANK 3003 Tasman Drive Santa Clara, CA 95054 Attn: Loan Services Facsimile No.: (650) 320-0016 and SABA SOFTWARE, INC. 2400 Bridge Parkway Redwood Shores, CA 94065 Attn:...Loan and Security Agreement • January 14th, 2004 • Saba Software Inc • Services-prepackaged software
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated October 31, 2003, between SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and SABA SOFTWARE, INC., a Delaware corporation (“Borrower”), whose address is 2400 Bridge Parkway, Redwood Shores, CA 94065 provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:
AMENDMENT NUMBER TWO TO CREDIT AGREEMENTCredit Agreement • July 9th, 2013 • Saba Software Inc • Services-prepackaged software
THIS AMENDMENT NUMBER TWO TO CREDIT AGREEMENT (this “Amendment”), dated as of July 5, 2013, is entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), SABA SOFTWARE, INC., a Delaware corporation (“Borrower”), and the undersigned Subsidiaries of Borrower, and in light of the following:
AMENDMENT NUMBER FIVE TO CREDIT AGREEMENTCredit Agreement • September 24th, 2014 • Saba Software Inc • Services-prepackaged software • California
THIS AMENDMENT NUMBER FIVE TO CREDIT AGREEMENT (this “Amendment”), dated as of September 23, 2014 and effective as of the “Effective Date” set forth below, is entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), SABA SOFTWARE, INC., a Delaware corporation (“Borrower”), and the undersigned Subsidiaries of Borrower party hereto as Subsidiary Guarantors, and in light of the following:
WELLS FARGO BANK, NATIONAL ASSOCIATION c/o Wells Fargo Capital Finance, LLCCredit Agreement • October 3rd, 2013 • Saba Software Inc • Services-prepackaged software
Reference is made to that certain AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) dated as of June 27, 2011 by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), each of the Domestic Subsidiaries (as defined in therein) of Borrower party thereto as Subsidiary Guarantors, and SABA SOFTWARE, INC., a Delaware corporation (“Borrower”). All initially capitalized terms used herein without definition shall have the meanings ascribed thereto in the Credit Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 14th, 2003 • Saba Software Inc • Services-prepackaged software • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 1, 2002, by and among Saba Software, Inc., a Delaware corporation, with headquarters located at 2400 Bridge Parkway, Redwood Shores, California 94065 (the “Company”), and the undersigned buyers (each, a “Buyer” and collectively, the “Buyers”).
AMENDMENT NUMBER ONE TO CREDIT AGREEMENTCredit Agreement • March 5th, 2014 • Saba Software Inc • Services-prepackaged software • California
THIS AMENDMENT NUMBER ONE TO CREDIT AGREEMENT (this “Amendment”), dated as of February 28, 2014, is entered into by and among VECTOR TRADING (CAYMAN), LP, an exempted limited partnership organized under the laws of the Cayman Islands (together with its registered successors and assigns, “Lender”), SABA SOFTWARE, INC., a Delaware corporation (“Borrower”), and the undersigned Subsidiaries of Borrower party hereto as Subsidiary Guarantors, and in light of the following:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 14th, 2003 • Saba Software Inc • Services-prepackaged software • Delaware
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 1, 2002, by and among Saba Software, Inc., a Delaware corporation, with headquarters located at 2400 Bridge Parkway, Redwood Shores, California, 94065 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
WELLS FARGO BANK, NATIONAL ASSOCIATION c/o Wells Fargo Capital Finance, LLCCredit Agreement • December 26th, 2012 • Saba Software Inc • Services-prepackaged software
Reference is made to: (i) that certain CREDIT AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) dated as of June 27, 2011 by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), and SABA SOFTWARE, INC., a Delaware corporation (“Borrower”), (ii) that certain Extension under Credit Agreement Letter (the “First Extension Letter”) dated as of April 13, 2012 by and between Lender and Borrower, (iii) that certain Second Extension under Credit Agreement Letter (the “Second Extension Letter”) dated as of May 31, 2012 by and between Lender and Borrower, (iv) that certain Third Extension under Credit Agreement Letter (the “Third Extension Letter”) dated as of June 28, 2012 by and between Lender and Borrower, (v) that certain Extension Under Credit Agreement Letter (the “Fourth Extension Letter”) dated as of July 31, 2012 and effective July 30, 2012, by and between Lender and Borrower, (vi) that certain Extension Under Credit
SABA SOFTWARE, INC. 2009 STOCK INCENTIVE PLAN NOTICE OF STOCK OPTION AWARDStock Option Award • April 9th, 2010 • Saba Software Inc • Services-prepackaged software • California
You have been granted an option to purchase shares of Common Stock, subject to the terms and conditions of this Notice of Stock Option Award (the “Notice”), the Saba Software, Inc. 2009 Stock Incentive Plan, as amended from time to time (the “Plan”) and the Stock Option Award Agreement (the “Option Agreement”) attached hereto, as follows. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice.
WELLS FARGO BANK, NATIONAL ASSOCIATION c/o Wells Fargo Capital Finance, LLCCredit Agreement • October 31st, 2013 • Saba Software Inc • Services-prepackaged software
Reference is made to: (i) that certain AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) dated as of June 27, 2011 by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), each of the Domestic Subsidiaries (as defined in therein) of Borrower party thereto as Subsidiary Guarantors, and SABA SOFTWARE, INC., a Delaware corporation (“Borrower”) and (ii) that certain Extension under Credit Agreement Letter (the “First Extension Letter”) dated as of September 27, 2013 by and among Lender, Borrower and Subsidiary Guarantors. All initially capitalized terms used herein without definition shall have the meanings ascribed thereto in the Credit Agreement.
AMENDMENT NUMBER ONE TO CREDIT AGREEMENT, AMENDMENT NUMBER ONE TO GUARANTOR SECURITY AGREEMENT, AND WAIVERCredit Agreement • June 4th, 2013 • Saba Software Inc • Services-prepackaged software • California
THIS AMENDMENT NUMBER ONE TO CREDIT AGREEMENT, AMENDMENT NUMBER ONE TO GUARANTOR SECURITY AGREEMENT, AND WAIVER (this “Amendment”), dated as of May 31, 2013, is entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), SABA SOFTWARE, INC., a Delaware corporation (“Borrower”), and the undersigned Subsidiaries of Borrower, and in light of the following:
AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 30th, 2004 • Saba Software Inc • Services-prepackaged software • California
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 25 day of May, 2004, by and between SABA SOFTWARE, INC., a Delaware corporation (“Borrower”), and SILICON VALLEY BANK, (“Bank”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).
THIRD LOAN MODIFICATION AGREEMENTLoan Modification Agreement • October 15th, 2003 • Saba Software Inc • Services-prepackaged software
This Third Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of August , 2003 by and between SABA SOFTWARE, INC., a Delaware corporation (the “Borrower”) and SILICON VALLEY BANK (“Bank”).
