Preview | Subordinated Secured Promissory Note |

FOR VALUE RECEIVED, the undersigned, eGain Communications Corporation a Delaware corporation (the Company), promises unconditionally to pay to the order of Ashutosh Roy, an individual, and its successors or assigns (the Lender) during Lenders regular business hours at Lenders offices at 781 Berry Avenue, Los Altos, CA, or at such other place as Lender may from time to time designate, ($ ) (the Face Amount). This Note is one of the Notes issued to the Lender pursuant to that certain Note and Warrant Purchase Agreement, dated as of even date herewith (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. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Note Purchase Agreement. The following terms shall apply to this Note:

3. Repayment Extension. If any payment under this Note shall be due on a Saturday, Sunday or any other day on which banks in the State of California are required or permitted to be closed, such payment shall be made on the next day on which such banks are not required or permitted to be closed and such extension of time shall be included in computing interest under this Note.

4. Manner and Application of Payments. All payments due hereunder shall be paid in lawful money of the United States of America which shall be legal tender in payment of all debts and dues, public and private, in immediately available funds, without offset, deduction or recoupment. Any payment by check or draft shall be subject to the condition that any receipt issued therefore shall be ineffective unless the amount due is actually received by the Lender. Each payment shall be applied first to the payment of any and all costs, fees and expenses incurred by or payable to the Lender in connection with the collection or enforcement of this Note, second to the payment of all unpaid late charges (if any), and third, to the payment of the Face Amount, or in any other manner which Lender may, in its sole discretion, elect from time to time.

(a) In the event the Company consummates a Sale Transaction (as defined below), this Note shall be prepaid in full by the Company on or before the closing of such Sale Transaction by payment of the amount set forth in clause (b) below to Lender.

(b) In the event the Company must prepay this Note under subsection (a) immediately above (i) the Company shall pay to the Lender the sum of (i) $2,000,000 minus the aggregate amount of Prepaid Principal (as defined in Section 6) previously paid by the Company to the Lender (the Outstanding Principal), (ii) a deemed interest rate component equal to the amount of interest which would have accrued on the Outstanding Principal from the date of issuance of this Note through the date of prepayment of such Note (assuming an annual interest rate of 12%, compounded annually, and a 360 day year) and (iii) an interest penalty component which shall equal 20% of the amount of interest which would have accrued on the Outstanding Principal for such Note between the date of prepayment and the Maturity Date (assuming for this purpose only a deemed annual interest rate of 15%, compounded annually, and a 360 day year). Upon such prepayment, the Company shall not thereafter be obligated to pay, and the Lender shall not thereafter be entitled to receive payment of, the Face Amount.