Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
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” ).
WHEREAS:
A. The Company and the Buyers are executing and delivering this Agreement in reliance upon the exemption from
securities registration afforded by Rule 506 of Regulation D ( “Regulation D” ) as promulgated by the United States Securities
and Exchange Commission (the “SEC” ) under the Securities Act of 1933, as amended (as so amended, the “1933 Act” );
B. Each Buyer desires to purchase, upon the terms and conditions stated in this Agreement, shares of the Company’s
common stock, $0.001 per share (the “Common Stock” ), in the respective amounts set forth opposite each Buyer’s name on
the Schedule of Buyers (such shares of Common Stock to be issued and sold by the Company and purchased by the Buyers at
the Closing are referred to herein as the “Shares” ); and
C. Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering
a Registration Rights Agreement substantially in the form attached hereto as Exhibit A (the “Registration Rights
Agreement” ), pursuant to which the Company has agreed to provide certain registration rights under the 1933 Act and the
rules and regulations promulgated thereunder, and applicable state securities laws.
NOW, THEREFORE, the Company and the Buyers hereby agree as follows:
1. PURCHASE AND SALE OF SHARES OF COMMON STOCK .
a. Purchase of Shares . Subject to the satisfaction (or waiver) of the conditions set forth in Sections 5 and 6 below,
the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the