SECOND WAIVER AND LOAN MODIFICATION AGREEMENT
This Second Waiver and Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of June
25, 2002, by and between eGain Communications Corp., a Delaware corporation (the “Borrower”) and Silicon Valley Bank
1. DESCRIPTION OF EXISTING OBLIGATIONS : Among other indebtedness which may be owing by Borrower to
Bank, Borrower is indebted to Bank pursuant to, among other documents, a Loan and Security Agreement, dated March 27,
2002 (as may be amended from time to time, the “Loan Agreement”). The Loan Agreement provided for, among other things, a
Committed Revolving Line in the original principal amount of Five Million Dollars ($5,000,000). Defined terms used but not
otherwise defined herein shall have the same meanings as in the Loan Agreement.
Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as the “Obligations.”
2. DESCRIPTION OF COLLATERAL AND GUARANTIES . Repayment of the Obligations is secured by the Collateral as
described in the Loan Agreement. Additionally, repayment of the Obligations is secured by the Intellectual Property Collateral
as described in an Intellectual Property Security Agreement, dated March 27, 2002, by and between Borrower and Bank (as may
be amended from time to time, the “IP Security Agreement”).
Hereinafter, the above-described security documents, together with all other documents securing repayment of the
Obligations shall be referred to as the “Security Documents”. Hereinafter, the Security Documents, together with all other
documents evidencing or securing the Obligations shall be referred to as the “Existing Loan Documents”.
3. WAIVER . Bank hereby waives the Events of Default arising out of Borrower’s failure to comply with the Quick Ratio
(Adjusted) covenant set forth in Section 6.7(i) of the Loan Agreement solely for the month ending April 30, 2002, the failure to
comply with such covenant bein