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SECOND INVESTOR RIGHTS AGREEMENT
AMENDMENT
This Second
Investor Rights Agreement Amendment, dated as of July 24, 2008
(this “ Second Amendment ”), amends the Investor
Rights Agreement, dated as of November 16, 2007 (as amended
pursuant to the First Amendment (as defined below), the “
Agreement ”), by and among AXS-One Inc., a Delaware
corporation (the “ Company ”), and the
purchasers listed on Schedule 1 attached thereto (the
“ Purchasers ”). Terms not otherwise defined
herein which are defined in the Agreement shall have the same
respective meanings herein as therein.
WHEREAS, the
Agreement was previously amended pursuant to an Investor Rights
Agreement Amendment dated January 12, 2008, by and among the
Company and certain Purchasers (the “ First Amendment
”);
WHEREAS, Section
7(f) of the Agreement provides that the provisions of the Agreement
may be amended by a writing signed by the Company and the holders
of at least a majority of the Registrable Securities (as defined in
the Agreement); and
WHEREAS, the
Company and the undersigned Purchasers, constituting holders of at
least a majority of the Registrable Securities have agreed to
further modify certain provisions of the Agreement as specifically
set forth in this Second 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 Agreement . The Agreement is hereby amended
by deleting the definition of “Filing
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