Exhibit 10.1

AMENDMENT NO. 1 TO THE

CONVERSION AGREEMENT AND AMENDMENT TO SUBORDINATED SECURED

PROMISSORY NOTES

This AMENDMENT
NO. 1 to the CONVERSION AGREEMENT AND AMENDMENT TO SUBORDINATED SECURED PROMISSORY NOTES (this Amendment), dated as of December 16, 2008, between eGain Communications Corporation, a Delaware corporation (the
Company), and each of the entitles and individuals listed on the attached Schedule A (each a Lender and collectively, the Lenders).

WITNESSETH:

WHEREAS, the Company and
the Lenders have previously entered into that certain Conversion Agreement and Amendment to Subordinated Secured Promissory Notes dated as of September 24, 2008 (the Agreement); and

WHEREAS, the Company and the Lenders now desire to amend Exhibit 2.1 of the Agreement to correct an inadvertent error in the interest calculation for the
face amounts of the notes received by Lenders;

NOW, THEREFORE, in consideration of the foregoing promises and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, parties hereto hereby agree as follows:

1. Conversion
Schedule. Exhibit 2.1 of the Agreement is hereby amended and restated in its entirety as set forth on Exhibit 2.1 attached hereto.

2. Miscellaneous.

(a) Capitalized terms used herein but not otherwise defined herein shall have the
meanings as set forth in the Agreement.

(b) Other than with respect to the amendments described in Section 1 above,
this Amendment does not modify, change or delete any other addendum, term, provision, representation, warranty or covenant (the Provisions) relating to or contained in the Agreement, and all such Provisions shall remain in
full force and effect.

(c) This Amendment shall be construed in accordance with and shall be governed by the laws of the
State of California, without regard to its laws as to conflict of laws.

(d) This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

(e) This Amendment and any of the provisions hereof may not be amended, altered or added to in any manner except by a document in writing and signed by the parties hereto.



---

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized
officer of each party hereto as of the date first above written.



COMPANY:eGAIN COMMUNICATIONS CORPORATIONBy:

/s/ Eric SmitName: Eric SmitIts: Chief Financial Officer


LENDERS:



/s/ Ashutosh RoyAshutosh Roy




OAK HILL CAPITAL PARTNERS, L.P.By:

OHCP GenPar, L.P.,its general partnerBy:

OHCP MGP, LLC,its general partnerBy:

/s/ Kevin G. LevyKevin G. Levy, Vice President




OAK HILL CAPITAL MANAGEMENT PARTNERS, L.P.By:

OHCP GenPar, L.P.,its general partnerBy:

OHCP MGP, LLC,its general partnerBy:

/s/ Kevin G. LevyKevin G. Levy, Vice President




FW INVESTORS V, L.P.By:

FW Management II, L.L.C.,its general partnerBy:

/s/ Kevin G. LevyKevin G. Levy, Vice President




---

Schedule A

Lenders

Ashutosh Roy

Oak Hill Capital Partners, L.P.

Oak Hill Capital Management Partners, L.P.

FW Investors V, L.P.



---

Exhibit 2.1

Conversion Schedule



|                                           |  |                          |              |     |                                                      |   |                                            |  |                                              |  |   |            |    
|------------------------------------------ |  | ------------------------ | ------------ | --- | ---------------------------------------------------- | - | ------------------------------------------ |  | -------------------------------------------- |  | - | ---------- | ---
|Lender                                     |  | Face Amountof Prior Note |              |     | Amount of PriorNote to Convert($) (includesinterest) |   | Shares ofCommon StockReceived InConversion |  | Face Amount ofRestatedNote Received byLender | 
|Ashutosh Roy                               |  | $                        | 5,534,692.48 | (1) |                                                      | $ | 5,220,563.00                               |  | 5,495,329                                    |  | $ | 8,629,795  | (2)
|Oak Hill Capital Partners, L.P.            |  | $                        | 1,899,462.44 |     |                                                      | $ | 850,656.49                                 |  | 895,429                                      |  | $ | 1,407,566  |    
|Oak Hill Capital Management Partners, L.P. |  | $                        | 48,704.07    |     |                                                      | $ | 21,811.83                                  |  | 22,960                                       |  | $ | 36,091     |    
|FW Investors V, L.P.                       |  | $                        | 989,070.21   |     |                                                      | $ | 442,945.68                                 |  | 466,258                                      |  | $ | 732,934    |    
|Total =                                    |  | $                        | 8,471,929.20 |     |                                                      | $ | 6,535,977.00                               |  | 6,879,976                                    |  | $ | 10,806,386 |    



|(1) | Includes promissory notes issued on (a) December 31, 2002, as restated and reissued on June 29, 2007 for a face value of $4,066,075 (portion of the 2007 note
allocated for the 2002 note only) and (b) March 31, 2004 for a face value of $1,468,617.48.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Includes principal amounts for promissory notes issued on (a) October 31, 2003, as restated and reissued on June 29, 2007 for a face value of $3,699,411.40 and
(b) June 29, 2007 for a face value of $2,441,600.00.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------