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AMENDMENT TO SERIES C 6% SECURED
CONVERTIBLE PROMISSORY NOTE
DUE MAY 29, 2009
This Amendment,
dated July 24, 2008, (the “ Amendment ”)
amends certain provisions of the Series C 6% Secured
Convertible Promissory Note in the original principal amount of $
, issued by AXS-One Inc., a Delaware corporation (the “
Company ”) (No. PN-2007-C- [___] ), due
May 29, 2009 and dated as of November 13, 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 “ July 2008 Notes ”),
and such July 2008 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.
Amendments to the Note .
(a) The
following Section 6(
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