Amendment No. 1 to the Conversion Agreement



 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 CORPORATION
		
	By:	 	/s/ Eric Smit
		 	Name: Eric Smit
		 	Its: Chief Financial Officer


 LENDERS: 
  

	
	
	/s/ Ashutosh Roy
	Ashutosh Roy


  

			
	
	OAK HILL CAPITAL PARTNERS, L.P.
		
	By:	 	OHCP GenPar, L.P.,
		 	its general partner
		
	By:	 	OHCP MGP, LLC,
		 	its general partner
		
	By:	 	/s/ Kevin G. Levy
		 	Kevin G. Levy, Vice President


  

			
	OAK HILL CAPITAL MANAGEMENT PARTNERS, L.P.
		
	By:	 	OHCP GenPar, L.P.,
		 	its general partner
		
	By:	 	OHCP MGP, LLC,
		 	its general partner
		
	By:	 	/s/ Kevin G. Levy
		 	Kevin G. Levy, Vice President


  

			
	FW INVESTORS V, L.P.
		
	By:	 	FW Management II, L.L.C.,
		 	its general partner
		
	By:	 	/s/ Kevin G. Levy
		 	Kevin 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 Amount
of Prior Note	 	 	Amount of Prior
Note to Convert
($) (includes
interest)
	  	Shares of
Common Stock
Received In
Conversion	  	Face Amount of
Restated
Note Received by
Lender	 
	 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.