EX-10.8







	 	 	 	 	 



Exhibit 10.8




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 Date” in the Agreement in its entirety and replacing it with the following:




     “ “Filing Date” means May 29, 2009 with respect to the Initial Registration
Statement and, with respect to any additional Registration Statements which may be required
pursuant to Section 3(b), the earliest practical date on which the Company is permitted by
SEC Guidance to file such additional Registration Statement related to the Registrable
Securities.”



     2. Ratification. Except as expressly amended hereby, all terms and conditions of the
Agreement, as amended, are hereby ratified and confirmed in all respects and shall continue in full
force and effect. All references to the Agreement shall hereafter refer to such Agreement, as
amended hereby.



     3. Counterparts. This Second Amendment 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.



     4. Governing Law. This Second Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York (without reference to conflict of laws).



[Signature page follows]




 









 








     IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as a document under
seal as of the date first above written.



	 	 	 	 	 
	 	Company:



AXS-ONE INC.

 	 
	 	By:  	/s/ Joseph P. Dwyer
 	 
	 	 	Name:  	Joseph P. Dwyer 	 
	 	 	Title:  	CFO 	 
	 
	 	Purchasers:




ASTON ASSETS, S.A.

 	 
	 	By:  	/s/ Alejandro Gonzalez
 	 
	 	 	Name:  	Alejandro Gonzalez 	 
	 	 	Title:  	Legal Representative (Power of Attorney) 	 
	 
	 	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 	 
	 
	 	BLUELINE CAPITAL PARTNERS III, 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 	 
	 




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	 	SIRIUS TRUST

 	 
	 	By:  	/s/ P. DeSalis      /s/ D. Moran
 	 
	 	 	Name:  	P. DeSalis     D. Moran 	 
	 	 	Title:  	Primafides (Suisse) SA as Trustees of
Sirius Trust, Directors 	 
	 
	 	     /s/ Daniel H. Burch
 	 
	 	DANIEL H. BURCH 	 
	 	 	 
	 	                                           /s/ Harold D. Copperman
 	 
	 	HAROLD D. COPPERMAN 	 
	 	 	 
	 	     /s/ Robert J. Migliorino
 	 
	 	ROBERT J. MIGLIORINO 	 
	 	 	 



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