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Waiver and Termination of
Participation Rights;
Joinder to New Participation Rights
1.
Background . The undersigned, being holders (the “
Holders ”) of Series A Secured Convertible
Promissory Notes, Series B Secured Convertible Promissory
Notes and/or Series C Convertible Promissory Notes and Common
Stock Purchase Warrants (the “ Securities ”) of
AXS-One, Inc., a Delaware corporation (the “ Company
”), have certain rights of participation (“
Participation Rights ”) pursuant to Section 4.7
of the Convertible Note and Warrant Purchase Agreement, dated as of
November 13, 2007 (the “ November Agreement
”), among the Company and the Holders, pursuant to which each
Holder has a right to purchase its respective pro rata share
(based on the ratio that the aggregate amount of Securities
purchased by it pursuant to the Convertible Note and Warrant
Purchase Agreement, dated as of May 29, 2007 (the “
May Agreement ”) and/or the November Agreement bears
to the aggregate amount of Securities purchased by all such Holders
pursuant to the May Agreement and/or the November Agreement) of an
aggregate of thirty percent (30%) of the securities being offered
by the Company in any future equity financing (including debt with
an equity component) (a “ Future Offering ”)
during the period beginning on the Closing Date (as defined in the
November Agreement) and ending two (2) years after the date of
the November Agreement.
2. Waiver
and Termination of Participation Rights . The Company now
desires to conduct a new round of equity financing, in which it
will offer for sale and issue its Series D 6
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