AMENDED & RESTATED BYLAWS
SABA SOFTWARE, INC.
A Delaware Corporation
Section 1.1 Registered Office. The registered office of the corporation in the State of Delaware shall be at 1013 Centre
Road, in the City of Wilmington, County of New Castle, in the State of Delaware. The Corporation Service Company is the
registered agent of the Corporation.
Section 1.2 Other Offices. The corporation shall also have and maintain an office or principal place of business at 2400
Bridge Parkway, Redwood Shores, CA 94065, and may also have offices at such other places, both within and without the State
of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.
Section 2.1 Place of Meetings. Meetings of the stockholders of the corporation shall be held at such place, either
within or without the State of Delaware, as may be designated from time to time by the Board of Directors, or, if not so
designated, then at the office of the corporation required to be maintained pursuant to Section 1.2 of Article 1 hereof.
Section 2.2 Annual Meetings. The annual meetings of the stockholders of the corporation for the purpose of election
of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be
designated from time to time by the Board of Directors.
Section 2.3 Special Meetings. Special Meetings of the stockholders of the corporation may be called, for any purpose
or purposes, by the Chairman of the Board or the Chief Executive Officer or the Board of Directors at any time.
Section 2.4 Notice of Meetings.
(a) Except as otherwise provided by law or the Certificate of Incorporation, written notice of each meeting of stockholders
shall be given not less than ten nor more than sixty days before the date of the