EX-10.7






Exhibit 10.7




AXS-ONE, INC.




Waiver and Termination of Participation Rights;

Joinder to New Participation Rights




1. Background. The undersigned, being holders (the “Holders”) of Series A 6% Secured
Convertible Promissory Notes, Series B 6% Secured Convertible Promissory Notes, Series C 6%
Convertible Promissory Notes and/or Series D 6% 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 July 24, 2008 (the “July 2008 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 2007
Agreement”), the Convertible Note and Warrant Purchase Agreement, dated as of November 13, 2007
(the “November 2007 Agreement”), and/or the July 2008 Agreement bears to the aggregate amount of
Securities purchased by all such Holders pursuant to the May 2007 Agreement, the November 2007
Agreement, and/or the July 2008 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 July 2008 Agreement) and ending two (2) years after the date of the July 2008 Agreement.



2. Waiver and Termination of Participation Rights. The Company now desires to conduct a
new round of financing, in which it will offer for sale and issue its Series E 6% Secured
Convertible Promissory Notes and Common Stock Purchase Warrants (the “New Securities”), pursuant to
a Convertible Note and Warrant Purchase Agreement dated as of October 30, 2008, among the Company
and each party set forth therein as a purchaser (the “New Agreement”). The Holders hereby
acknowledge that they have received and reviewed the New Agreement, and do hereby (i) waive their
Participation Rights held pursuant to Section 4.7 of the July 2008 Agreement and (ii) agree that
upon execution of the New Agreement by the parties thereto that all of their Participation Rights
held pursuant to the July 2008 Agreement will terminate and be of no further force and effect.



3. Joinder to New Participation Rights. Each Holder hereby agrees, pursuant to Section 4.7
of the New Agreement to join, become party to and be bound by Section 4.7 of the New Agreement
regarding Rights of Participation and the Miscellaneous provisions of Article VI of the New
Agreement, effective upon execution of the New Agreement by the parties thereto.



4. Execution in Counterparts. This agreement may be executed in two or more counterparts,
each of which shall be deemed an original but which together shall constitute one and the same
instrument. The executed signature pages hereto may be delivered by facsimile or other means of
electronic image transmission, such a copy of any signature page hereto shall have the same force
and effect as an original thereof.



[signature page follows]




 









 








IN WITNESS WHEREOF, the undersigned have executed this Waiver and Termination of Participation
Rights and Joinder to New Participation Rights as of this 30th day of October 2008.



	 	 	 	 	 
	 	BlueLine Capital Partners, LP

 	 
	 	By:  	/s/ Timothy P. Bacci
 	 
	 	 	Name:  	Timothy P. Bacci 	 
	 	 	Title:  	Managing Partner 	 
	 
	 	BlueLine Capital Partners II, LP

 	 
	 	By:  	/s/ Timothy P. Bacci
 	 
	 	 	Name:  	Timothy P. Bacci 	 
	 	 	Title:  	Managing Partner 	 
	 
	 	Jurika Family Trust U/A 3/17/1989

 	 
	 	By:  	/s/ William K. Jurika
 	 
	 	 	Name:  	William K. Jurika 	 
	 	 	Title:  	Trustee 	 
	 
	 	Aston Assets, S.A.

 	 
	 	By:  	/s/ Alejandro Gonzalez
 	 
	 	 	Name:  	Alejandro Gonzalez 	 
	 	 	Title:  	Legal Representative 	 
	 
	 	BlueLine Capital Partners III, LP

 	 
	 	By:  	/s/ Timothy P. Bacci
 	 
	 	 	Name:  	Timothy P. Bacci 	 
	 	 	Title:  	Managing Partner 	 
	 




 









 





	 	 	 	 	 
	 	 	 
	 	                                           /s/ Daniel H. Burch
 	 
	 	Daniel H. Burch 	 
	 	 	 
	 	 	 
	 	                                   /s/ Harold D. Copperman
 	 
	 	Harold D. Copperman 	 
	 	 	 
	 	 	 
	 	                                           /s/ Robert J. Migliorino
 	 
	 	Robert J. Migliorino 	 
	 	 	 



	 	 	 	 	 	 
	 	Sirius Trust

 	 
	 	By:  	/s/ N. Mifsud    /s/ M. Garcia
 	/s/ L. Spencer   /s/ P. Palmiero 
	 	 	Name:  	N. Mifsud / M. Garcia             	L. Spencer/P. Palmiero  
	 	 	Title:  	Primafides (Suisse) SA              	Earl Trust AG

	 	 	  	Directors 



	 	 	 	 	 
	 	 	 
	 	        /s/ Philip L. Rugani
 	 
	 	Philip L. Rugani 	 
	 	 	 
	 	 	 
	 	        /s/ William P. Lyons
 	 
	 	William P. Lyons 	 
	 	 	 



[AXS-One, Inc. Waiver and Termination of Participation Rights

and Joinder to New Participation Rights]