EGAIN Corp — Director's Dealing 2008

Sep 27, 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: OAK HILL CAPITAL PARTNERS L P (See Remark (a) Below)
Reporting Person: OHCP GENPAR LP (See Remark (a) Below)
Reporting Person: OHCP MGP LLC (See Remark (a) Below)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-09-24	Commn Stock	J	895429	$0.95	Acquired	5047178	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-09-24	Common Stock Purchase Warrants	$0.95	J	198546	Acquired	2011-09-24	Common Stock (198546)	Direct

Footnotes

F1: On September 24, 2008, the Issuer entered into a Conversion Agreement (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 (the "Note Conversion"). 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"). Oak Hill Capital Management Partners, L.P. received 5,091 Warrants from the Issuer
in connection with the Note Extension. See footnote (1) above.

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

F4: Immediately.