Silicon Valley Bank
3003 Tasman Drive
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 banker’s 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
“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