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SECOND AMENDMENT TO SERIES B 6%
SECURED CONVERTIBLE
PROMISSORY NOTE DUE MAY 29, 2009
This Second
Amendment, dated July 24, 2008, (the “ Second
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 (as amended
pursuant to the First Amendment (as defined below), 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, the Note
was previously amended pursuant to an Amendment to Series B 6%
Secured Convertible Promissory Note due May 29, 2009, dated
November 16, 2007, by and between the Company and the Holder
(the “ First Amendment ”);
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 considerati
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