Exhibit
10.1
OMNIBUS AMENDMENT
TO CERTAIN PROMISSORY NOTES AND
INVESTOR RIGHTS AGREEMENTS
AMONG AXS-ONE INC. AND CERTAIN
INVESTORS
* Series E 6% Secured Convertible
Promissory Note dated as of October 30, 2008
* Investor Rights Agreement dated
as of October 30, 2008
* Series D 6% Secured Convertible
Promissory Note dated as of July 24, 2008, as
amended
* Investor Rights Agreement dated
as of July 24, 2008
* Series C 6% Secured Convertible
Promissory Note dated as of November 16, 2007, as
amended
* Investor Rights Agreement dated
as of November 16, 2007
* Series B 6% Secured Convertible
Promissory Note dated as of May 29, 2007, as amended
* Series A 6% Secured Convertible
Promissory Note dated as of May 29, 2007, as amended
* Investor Rights Agreement dated
as of May 29, 2007
This Omnibus Amendment (the “
Amendment ”) is made and entered into as of May 29,
2009 (the “ Effective Date ”) among AXS-One
Inc., a Delaware corporation (the “ Company ”),
and each of the parties listed on Schedule 1 attached hereto
(each, an “ Investor ”, and collectively, the
“ Investors ”).
WHEREAS, the Company issued in favor
of certain Investors Series E 6% Secured Convertible Promissory
Notes dated as of October 30, 2008, Series D 6% Secured Convertible
Promissory Notes dated as of July 24, 2008 (as amended on or about
October 30, 2008), Series C 6% Secured Convertible Promissory Notes
dated as of November 16, 2007 (as amended on or about July 24, 2008
and October 30, 2008), Series B 6% Secured Convertible Promissory
Notes dated as of May 29, 2007 (as amended on or about November 16,
2007, July 24, 2008 and October 30, 2008), and/or Series A 6%
Secured Convertible Promissory Notes dated as of May 29, 2007 (as
amended on or about November 16, 2007, July 24, 2008 and October
30, 2008) (collectively, the “ Notes
”);
WHEREAS, in connection with the
purchase of the Notes, the Company and certain of the Investors
entered into Investor Rights Agreements dated as of October 30,
2008, July 24, 2008, November 16, 2007 and/or May 29, 2007
(collectively, the “ Investor Rights Agreements
”); and
WHEREAS, the Company and the
Investors have agreed to modify certain terms of the Notes and the
Investor Rights Agreements 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
