EGAIN Corp — Director's Dealing 2008

Sep 29, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EGAIN COMMUNICATIONS CORP (EGAN)
CIK: 0001066194
Period of Report: 2008-09-24

Reporting Person: FW INVESTORS V LP (See Remark (a) Below)
Reporting Person: FW MANAGEMENT II LLC (See Remark (b) Below)
Reporting Person: CRANDALL J TAYLOR (See Remark (b) Below)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-09-24	Commn Stock	J	466258	$0.95	Acquired	1841443	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-09-24	Common Stock Purchase Warrants	$0.95	J	103384	Acquired	2011-09-24	Common Stock (103384)	Direct

Footnotes

F1: On September 24, 2008, the Issuer entered into a Conversion Agreement and Amendment to Subordinated Secured Promissory Notes
(the "Agreement") with Ashutosh Roy, Oak Hill Capital Partners, L.P., Oak Hill Capital Management Partners, L.P. and FW
Investors V, L.P. (collectively, the "Lenders"). The Lenders previously loaned the Issuer an aggregate of $8,500,000 and
received promissory notes with a maturity date of March 31, 2009 (the "Prior Notes"). Pursuant to the Agreement, the
Issuer and the Lenders agreed to (i) convert a portion of the outstanding indebtedness under the Prior Notes equal to
$6,535,977 into shares of the Issuer's common stock at a price per share equal to $0.95 and (ii) extend the maturity date of
the remaining outstanding indebtedness accrued under the Prior Notes to March 31, 2012, as well as the period for which
interest shall accrue on the Prior Notes (the "Note Extension").

F2: Pursuant to the Agreement and subject to the terms and conditions contained therein, the Lenders received warrants to
purchase an aggregate of 1,525,515 shares of the Issuer's common stock at a price per share equal to $0.95 as consideration
for the Note Extension (the "Warrants"). See footnote (1) above.

F3: Common Stock Purchase Warrants (right to buy) previously reported herein have expired and are no longer exercisable.

F4: Immediately.