Exhibit 10.5
AMENDMENT TO SERIES B 6% SECURED
CONVERTIBLE PROMISSORY NOTE
DUE MAY 29, 2009
This Amendment, dated November 16,
2007, (the “Amendment”) amends certain provisions of
the Series B 6% Secured Convertible Promissory Note in the original
principal amount of $________, issued by AXS-One, Inc., a Delaware
corporation (the “ Company” ) (No. PN-2007-B-__), due May 29, 2009 and dated
as of May 29, 2007 (the “Note”), and is by and between
the Company and ____________ (“ Holder ”). Terms not otherwise defined herein which
are defined in the Note shall have the same respective meanings
herein as therein.
WHEREAS, on the date hereof, the
Company issued in favor of certain purchasers (the “
Purchasers ”) promissory notes, in the aggregate
principal amount of ________ Dollars ($________)(collectively the
“November 2007 Notes”), and such November 2007 Notes
were issued pursuant to the terms of a Convertible Note and Warrant
Purchase Agreement dated as of the date hereof, between the Company
and such Purchasers; and
WHEREAS, the Company and Holder have
agreed to modify certain terms and conditions of the Note as
specifically set forth in this Amendment.
NOW, THEREFORE, in consideration of
the mutual agreements contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
1. Amendment to the Note . The following Section 6(e) is added
to
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