First Amendment to Loan and Security Agreement



 Exhibit 10.1 
 FIRST AMENDMENT TO 
 LOAN AND SECURITY AGREEMENT 

This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of December 28, 2011,
between COMERICA BANK (“Bank”) and EGAIN COMMUNICATIONS CORPORATION (“Borrower”). 

RECITALS 

Borrower and Bank are parties to that certain Loan and Security Agreement dated as of June 27, 2011 (as it may be amended from time
to time, the “Agreement”). The parties desire to amend the Agreement, in accordance with the terms of this Amendment. 
 NOW, THEREFORE, the parties agree as follows: 
 1. Exhibit A (Definitions) to the
Agreement is amended by adding (in the appropriate alphabetical order) the defined term set forth below: 

“‘Quarterly Reporting Period’ has the meaning assigned in Section 6.2(a) of this Agreement.” 

2. The “.” at the end of Section 3.2(b) of the Agreement is deleted and replaced with “; and”, and new
Section 3.2(c) is added to the Agreement to read in its entirety as follows: 
 “(c) if such Credit Extension is an
Advance to be made during any Quarterly Reporting Period (as defined in Section 6.2(a) below), receipt by Bank of a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto, together with aged
listings by invoice date of accounts receivable, each as of the last day of the month immediately preceding the date of the proposed Advance.” 
 3. Section 6.2(a) of the Agreement is amended and restated to read in its entirety as follows: 
 “(a) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit D
hereto, together with aged listings by invoice date of accounts receivable and accounts payable (collectively, the ‘Borrowing Base Reporting’). Notwithstanding the foregoing, Borrower shall not be required to deliver the Borrowing Base
Reporting for and as of the last day of any January, February, April, May, July, August, October or November if, as of the last day of such month (i) no Event of Default has occurred and is continuing, (ii) there is no outstanding balance
under the Revolving Line, and (iii) the ratio of the balance of Borrower’s Cash at Bank to all Indebtedness to Bank is not less than 1.50 to 1.00 (each, a ‘Quarterly Reporting Period’).” 

4. The reference to “December 31, 2011” in Section 8.11 of the Agreement is deleted and replaced with “June 30,
2012”. 
 5. Exhibit E to the Agreement is deleted and replaced with Exhibit E attached hereto. 

6. No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate
as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure at any time to require strict performance by Borrower of any provision shall not affect any right
of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank. 







 7. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as
defined in the Agreement. The Agreement, as amended hereby, shall be and remains in full force and effect in accordance with its terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution,
delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. 

8. Borrower waives, discharges, and forever releases Bank, Bank’s employees, officers, directors, attorneys, stockholders, and their
successors and assigns, from and of any and all claims, causes of action, allegations or assertions that Borrower has or may have had at any time up through and including the date of this Amendment, against any or all of the foregoing, regardless of
whether any such claims, causes of action, allegations or assertions are known to Borrower or whether any such claims, causes of action, allegations or assertions arose as result of Bank’s actions or omissions in connection with the Loan
Documents, or any amendments, extensions or modifications thereto, or Bank’s administration of the Obligations or otherwise. BORROWER WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, AS IT MAY BE AMENDED FROM TIME TO TIME, WHICH
STATES: 
 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR
AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. 
 9. Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and
is continuing. 
 10. As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance
satisfactory to Bank, the following: 
 (a) this Amendment, executed by Borrower; 

(b) a Certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this
Amendment; 
 (c) an Affirmation of Subordination Agreement, executed by Ashutosh Roy; 

(d) all reasonable Bank Expenses incurred through the date of this Amendment, which may be debited from any of Borrower’s accounts;
and 
 (e) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

 11. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument. 
 [signatures on following page] 

  
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 IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above
written. 
  

			
	EGAIN COMMUNICATIONS CORPORATION,
	 a Delaware corporation

		
	 By:
	 	       /s/ Eric
Smit



 
			
	 Name:
	 	Eric Smit
	 Title:
	 	CFO


  

			
	COMERICA BANK
		
	By:	 	       /s/ Alan
Jepsen



 
			
	Name:	 	Alan Jepsen
	Title:	 	SVP



  
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 EXHIBIT E 
 COMPLIANCE CERTIFICATE 
  

			
	Please send all Required Reporting to:	 	Comerica Bank
		 	Technology & Life Sciences Division
		 	Loan Analysis Department
		 	250 Lytton Avenue
		 	3rd Floor, MC 4240
		 	Palo Alto CA 94301
		 	Phone: (650) 462-6060
		 	Fax: (650) 462-6061

 FROM: eGain Communications Corporation 
 The undersigned authorized Officer of eGain Communications Corporation (“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement between
Borrower end Bank (the “Agreement”), (i) Borrower is in complete compliance for the period ending                     ,
201    with all required covenants, including without limitation the ongoing registration of intellectual property rights in accordance with Section 6.8, except as noted below and (ii) all representations and warranties
of Borrower stated in the Agreement are true and correct in all material respects as of the date hereof; provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all
material respects as of such date. Attached herewith are the required documents supporting the above certification (“Supporting Documents”). The Officer further certifies the Supporting Documents are prepared in accordance with Generally
Accepted Accounting Principles (GAAP) and are consistently applied form one period to the next except as explained in an accompanying letter or footnotes. 
 Please indicate compliance status by circling Yes/No under “Complies” or “Applicable” column, 
  

											
	 REPORTING COVENANTS
	  	 REQUIRED
	  	COMPLIES	 
	 Company Prepared Monthly F/S
	  	Monthly, within 30 days	  	 	YES	  	  	 	NO	  
	 Compliance Certificate
	  	Monthly, within 30 days	  	 	YES	  	  	 	NO	  
	 CPA Audited. Unqualified F/S
	  	Annually, within 90 days of FYE	  	 	YES	  	  	 	NO	  
	 Borrowing Base Cert, A/R & A/P Agings
	  	Monthly, within 30 days or, subject to Section 6.2(a), Quarterly, within 30 days	  	 	YES	  	  	 	NO	  
	 Annual Business Plan
	  	Annually, within 60 days after the beginning of each FY	  	 	YES	  	  	 	NO	  
	 Intellectual Property Report
	  	Quarterly within 30 days	  	 	YES	  	  	 	NO	  
	 Audit
	  	Semi-annual	  	 	YES	  	  	 	NO	  
	 If Public:
	  		  				  			
	 10-Q
	  	Quarterly, within 5 days of SEC filing (50 days)	  	 	YES	  	  	 	NO	  
	 10-K
	  	Annually, within 5 days of SEC tiling (95 days)	  	 	YES	  	  	 	NO	  
	 Total amount of Borrower’s cash and investments
	  	Amount: $        	  	 	YES	  	  	 	NO	  
	 Total amount of Borrower’s cash and investments maintained with Bank
	  	Amount: $        	  	 	YES	  	  	 	NO	  

  

											
	 	  	 DESCRIPTION
	  	APPLICABLE
	 
	 Legal Action > $500,000 (Sect. 6.2(iv))
	  	Notify promptly upon notice	  	 	YES	  	  	 	NO	  
	 Mergers & Acquisitions> $250,000 (Sect. 7.3)
	  	Notify promptly upon notice	  	 	YES	  	  	 	NO	  
	 Cross default with other agreements >$250,000 (Sect. 8.7)
	  	Notify promptly upon notice	  	 	YES	  	  	 	NO	  
	 Judgments and settlements $1,000,000 (Sect. 8.9)
	  	Notify promptly upon notice	  	 	YES	  	  	 	NO	  

  

															
	FINANCIAL COVENANTS	  	REQUIRED	 	  	ACTUAL	  	COMPLIES
	 
	 TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED
	  				  		  				  			
	 Minimum Liquidity
	  	 	1.50:1.00	  	  	        :1.00	  				  			
	 Minimum Cash at Bank
	  	$	1,000,000	  	  	$        	  	 	YES	  	  	 	NO	  
				
	FINANCIAL COVENANTS	  	REQUIRED	 	  	ACTUAL	  	COMPLIES
	 
					
	 Permitted Indebtedness for equipment leases
	  	<$	500,000	  	  	$	  	 	YES	  	  	 	NO	  
	 Permitted Investments for stock repurchase
	  	<$	250,000	  	  	$	  	 	YES	  	  	 	NO	  
	 Permitted Investments for subsidiaries
	  	<$	500,000	  	  	$	  	 	YES	  	  	 	NO	  
	 Permitted Investments for employee loans
	  	<$	100,000	  	  	$	  	 	YES	  	  	 	NO	  
	 Permitted Investments for joint ventures
	  	<$	100,000	  	  	$	  	 	YES	  	  	 	NO	  
	 Permitted Liens for equipment leases
	  	<$	500,000	  	  	$	  	 	YES	  	  	 	NO	  
	 Permitted Transfers
	  	<$	500,000	  	  	$	  	 	YES	  	  	 	NO	  








 Please Enter Below Comments Regarding Violations: 
 The undersigned further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial covenants, no credit
extensions will be made. 
 Very truly yours, 
  

	
	  
 Authorized Signer

	
	  
 Name

	
	  



  
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 Corporation Resolutions and Incumbency Certification 

Authority to Procure Loans 
 I certify
that I am the duly elected and qualified Secretary of EGAIN COMMUNICATIONS CORPORATION, a Delaware corporation (the “Corporation”); that the following is a true and correct copy of resolutions duly adopted by the Board of Directors
of the Corporation in accordance with its bylaws and applicable statutes. 
 Copy of Resolutions: 

Be it Resolved, That: 
  

	1.	Any one (1) of the following                     CEO or the CFO
                    (insert titles only) of the Corporation are/is authorized, for, on behalf of, and in the name of the Corporation to:


 (a) Negotiate and procure loans, letters of credit and other credit or financial accommodations from Comerica
Bank (“Bank”), a Texas banking association, from time to time, in an unlimited amount; 
 (b) Discount with Bank,
commercial or other business paper belonging to the Corporation made or drawn by or upon third parties, without limit as to amount; 
 (c) Purchase, sell, exchange, assign, endorse for transfer and/or deliver certificates and/or instruments representing stocks, bonds, evidences of Indebtedness or other securities owned by the
Corporation, whether or not registered in the name of the Corporation; 
 (d) Give security for any liabilities of the
Corporation to Bank by grant, security interest, assignment, lien, deed of trust or mortgage upon any real or personal property, tangible or intangible of the Corporation; 
 (e) Issue a warrant or warrants to purchase the Corporation’s capital stock; and 
 (f) Execute and deliver in form and content as may be required by Bank any and all notes, evidences of Indebtedness, applications for letters of credit, guaranties, subordination agreements, loan and
security agreements, financing statements, assignments, liens, deeds of trust, mortgages, trust receipts and other agreements, instruments or documents to carry out the purposes of these Resolutions, any or all of which may relate to all or to
substantially all of the Corporation’s property and assets. 
  

	2.	Said Bank be and it is authorized and directed to pay the proceeds of any such loans or discounts as directed by the persons so authorized to sign, whether so payable
to the order of any of said persons in their individual capacities or not, and whether such proceeds are deposited to the individual credit of any of said persons or not. 


 

	3.	Any and all agreements, instruments and documents previously executed and acts and things previously done to carry out the purposes of these Resolutions are ratified,
confirmed and approved as the act or acts of the Corporation. 

  

	4.	These Resolutions shall continue in force, and Bank may consider the holders of said offices and their signatures to be and continue to be as set forth in a certified
copy of these Resolutions delivered to Bank, until notice to the contrary in writing is duly served on Bank (such notice to have no effect on any action previously taken by Bank in reliance on these Resolutions). 


 

	5.	Any person, corporation or other legal entity dealing with Bank may rely upon a certificate signed by an officer of Bank to effect that these Resolutions and any
agreement, instrument or document executed pursuant to them are still in full force and effect and binding upon the Corporation. 

  

	6.	Bank may consider the holders of the offices of the Corporation and their signatures, respectively, to be and continue to be as set forth in the Certificate of the
Secretary of the Corporation until notice to the contrary in writing is duly served on Bank. 








 I further certify that the above Resolutions are in full force and effect as of the date of this
Certificate; that these Resolutions and any borrowings or financial accommodations under these Resolutions have been properly noted in the corporate books and records, and have not been rescinded, annulled, revoked or modified; that neither the
foregoing Resolutions nor any actions to be taken pursuant to them are or will be in contravention of any provision of the certificate of incorporation or bylaws of the Corporation or of any agreement, indenture or other instrument to which the
Corporation is a party or by which it is bound; and that neither the certificate of incorporation nor bylaws of the Corporation nor any agreement, indenture or other instrument to which the Corporation is a party or by which it is bound require the
vote or consent of shareholders of the Corporation to authorize any act, matter or thing described in the foregoing Resolutions. 
 I further
certify that the following named persons have been duly elected to the offices set opposite their respective names, that they continue to hold these offices at the present time, and that the signatures which appear below are the genuine, original
signatures of each respectively: 
 (PLEASE SUPPLY GENUINE SIGNATURES OF AUTHORIZED SIGNERS BELOW) 

 

					
	Name (Type or Print)	  	Title	  	Signature
			
	 Ashutosh Roy
	  	 CEO
	  	 /s/ Ashutosh Roy

			
	 Eric Smit
	  	 CFO
	  	 /s/ Eric Smit

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  


 In Witness Whereof, I have affixed my name as Secretary and have caused the corporate seal (where available) of said
Corporation to be affixed on December 28, 2011. 
  

	
	
	 /s/ Stan Pierson

	Secretary


 *** 
  

			
	 The Above Statements are Correct.
	  	             /s/ Eric
Smit

		  	SIGNATURE OF OFFICER OR DIRECTOR OR, IF NONE. A
		  	SHAREHOLDER OTHER THAN SECRETARY WHEN SECRETARY
		  	IS AUTHORIZED TO SIGN ALONE.

 Failure to complete the above when the Secretary is authorized to sign alone shall constitute a certification by the
Secretary that the Secretary is the sole Shareholder, Director and Officer of the Corporation. 

  
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