CONVERSION AGREEMENT AND AMENDMENT TO SUBORDINATED SECURED PROMISSORY NOTESConversion Agreement • September 25th, 2008 • Egain Communications Corp • Services-prepackaged software • California
This CONVERSION AGREEMENT AND AMENDMENT TO SUBORDINATED SECURED PROMISSORY NOTES (this “Agreement”), dated as of September 24, 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”).
WARRANT TO PURCHASE COMMON STOCK OF eGAIN COMMUNICATIONS CORPORATIONConversion and Extension Agreement • September 25th, 2008 • Egain Communications Corp • Services-prepackaged software • California
This certifies that, for value received, or his or its registered assigns (“Holder”) is entitled, subject to the terms and conditions set forth below, to purchase from eGAIN COMMUNICATIONS CORPORATION (the “Company”), in whole or in part that number of fully paid and nonassessable shares (the “Warrant Shares”) of Common Stock (as defined below) determined in accordance with Section 2 below and at a purchase price per share (the “Exercise Price”) determined in accordance with Section 2 below. The number, character and Exercise Price of such shares of Common Stock are subject to adjustment as provided below and all references to “Warrant Shares” and “Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments. The term “Warrant” as used herein shall mean this Warrant, and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the conversion and extension of certain subordinated secured p
RESTATED SUBORDINATED SECURED PROMISSORY NOTEEgain Communications Corp • September 25th, 2008 • Services-prepackaged software • California
FOR VALUE RECEIVED, the undersigned, eGain Communications Corporation, a Delaware corporation (the “Company”), promises unconditionally to pay to the order of , and his or its successors or assigns (the “Lender”) during Lender’s regular business hours at such place as Lender may from time to time designate, dollars ($ ) (the “Face Amount”). This Note amends and restates the subordinated secured promissory notes in the face amount of $ dated which were issued to the Lender pursuant to that certain Note and Warrant Purchase Agreement, dated as of (the “Note Purchase Agreement”), between the Company and the Lender. THIS NOTE IS SECURED BY THE GRANT OF A SECURITY INTEREST IN ALL ASSETS OF THE COMPANY AS FURTHER PROVIDED IN THE NOTE PURCHASE AGREEMENT. THIS NOTE IS SUBJECT TO A SUBORDINATION AGREEMENT WITH CERTAIN LENDERS OF THE COMPANY A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY UPON REQUEST. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Note P
