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Accounts Receivable Purchase Agreement

Silicon Valley Bank

Santa Clara, Ca. 95054

(408) 654-1000 Fax (408) 980-6410

ACCOUNTS RECEIVABLE PURCHASE AGREEMENT

This Accounts Receivable Purchase Agreement (the Agreement) is made as of the Effective Date by and between Silicon Valley Bank (Buyer) having a place of business at the address specified above and EGAIN COMMUNICATIONS CORP., a Delaware corporation, (Seller) having its principal place of business and chief executive office at 624 East Evelyn Avenue, Sunnyvale, CA 94086 and with a FAX number of (408) 212-3500.

1. Definitions. When used herein, the following terms shall have the following meanings.

Account Balance shall mean, on any given day, the gross amount of all Purchased Receivables unpaid on that day.

Account Debtor shall have the meaning set forth in the California Uniform Commercial Code and shall include any person liable on any Purchased Receivable, including without limitation, any guarantor of the Purchased Receivable and any issuer of a letter of credit or bankers acceptance.

Adjustments shall mean all discounts, allowances, returns, disputes, counterclaims, offsets, defenses, rights of recoupment, rights of return, warranty claims, or short payments, asserted by or on behalf of any Account Debtor with respect to any Purchased Receivable.

Collateral Handling Fee shall have the meaning as set forth in Section 3.3 hereof.

Advance shall have the meaning set forth in Section 2.2 hereof.

Collateral shall have the meaning set forth in Section 8 hereof.

Collections shall mean all good funds received by Buyer from or on behalf of an Account Debtor with respect to Purchased Receivables.

Compliance Certificate shall mean a certificate, in a form provided by Buyer to Seller, which contains the certification of the chief financial officer of Seller that, among other things, the representations and warranties set forth in this Agreement are true and correct as of the date such certificate is delivered.

Due Diligence Fee shall have the meaning set forth in Section 3.6 hereof.

Effective Date is the date Buyer executes this Agreement.

Event of Default shall have the meaning set forth in Section 9 hereof.

Facility Fee shall have the meaning set forth in Section 3.7 hereof.

Finance Charges shall have the meaning set forth in Section 3.2 hereof.

Invoice Transmittal shall mean a writing signed by an authorized representative of Seller which accurately identifies the receivables which Buyer, at its election, may purchase, and includes for each such receivable the correct amount owed by the Account Debtor, the name and address of the Account Debtor, the invoice number, the invoice date and the account code.

Obligations shall mean all advances, financial accommodations, liabilities, obligations, covenants and duties owing, arising, due or payable by Seller to Buyer of any kind or nature, present or future, arising under or in connection with this Agreement or under any other document, instrument or agreement, whether or not evidenced by any note, guarantee or other instrument, whether arising on account or by overdraft, whether direct or indirect (including those acquired by assignment) absolute or contingent, primary or secondary, due or to become due, now owing or hereafter arising, and however acquired; including, without limitation, all Advances, Finance Charges, Collateral Handling Fees, interest, Repurchase Amounts, fees, expenses, professional fees and attorneys fees and any other sums chargeable to Seller hereunder or otherwise.

Prime Rate is Buyers most recently announced prime rate, even if it is not Buyers lowest rate.

Purchased Receivables shall mean all those accounts, receivables, chattel paper, instruments, contract rights, documents, general intangibles, letters of credit, drafts, bankers acceptances, and rights to payment, and all proceeds thereof (all of the foregoing being referred to as receivables), arising out of the invoices and other agreements identified on or delivered with any Invoice Transmittal delivered by Seller to Buyer which Buyer elects to purchase and for which Buyer makes an Advance.

Refund shall have the meaning set forth in Section 3.5 hereof.

Reserve shall have the meaning set forth in Section 2.4 hereof.

Repurchase Amount shall have the meaning set forth in Section 4.2 hereof.

Reconciliation Date shall mean the last calendar day of each Reconciliation Period.

Reconciliation Period shall mean each calendar month of every year.

2. Purchase and Sale of Receivables.

2.1. Offer to Sell Receivables. During the term hereof, and provided that there does not then exist any Event of Default or any event that with notice, lapse of time or otherwise would constitute an Event of Default, Seller may request that Buyer purchase receivables and Buyer may, in its sole discretion, elect to purchase receivables. Seller shall deliver to Buyer an Invoice Transmittal with respect to any receivable for which a request for purchase is made. An authorized representative of Seller shall sign each Invoice Transmittal delivered to Buyer. Buyer shall be entitled to rely on all the information provided by Seller to Buyer on or with the Invoice Transmittal and to rely on the signature on any Invoice Transmittal as an authorized signature of Seller.

2.2. Acceptance of Receivables. Buyer shall have no obligation to purchase any receivable listed on an Invoice Transmittal. Buyer may exercise its sole discretion in approving the credit of each Account Debtor before buying any receivable. Upon acceptance by Buyer of all or any of the receivables described on any Invoice Transmittal, Buyer shall pay to Seller up to 80(%) percent of the face amount of each receivable Buyer desires to purchase, net of deferred revenue, offsets, and adjustments related to each specific Account Debtor, provided, Buyer shall only pay to Seller up to 65(%) percent for the initial purchase. Such payment shall be the Advance with respect to such receivable. Buyer may, from time to time, in its sole discretion, change the percentage of the Advance. Upon Buyers acceptance of the receivable and payment to Seller of the Advance, the receivable shall become a Purchased Receivable. It shall be a condition to each Advance that (i) all of the representations and warranties set forth in Section 6 of this Agreement be true and correct on and as of the date of the related Invoice Transmittal and on and as of the date of such Advance as though made at and as of each such date, and (ii) no Event of Default or any event or condition that with notice, lapse of time or otherwise would constitute an Event of Default shall have occurred and be continuing, or would result from such Advance. Notwithstanding the foregoing, in no event shall the aggregate amount of all Purchased Receivables outstanding at any time exceed Five MillionDollars ($5,000,000.00), provided however, the aggregate amount of Advances under this Agreement shall not exceed One Million Six Hundred Thousand Dollars ($1,600,000.00) until one of the following occurs: (i) Seller registers all of its unregistered copyrights, or (ii) a final decision in Buyers favor is ordered by the court on the matter of Aerocon Engineering v. Silicon Valley Bank; provided further, If the Aerocon case is appealed, the aggregate amount of Advances under this Agreement shall not exceed One Million Dollars ($1,000,000.00).