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 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% Secured
Convertible Promissory Notes and Common Stock Purchase Warrants (the “New Securities”), pursuant to
a Convertible Note and Warrant Purchase Agreement dated as of July 24, 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 November 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 November 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
an 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 24th day of July, 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 (Power of Attorney) 	 
	 
	 	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/ P. DeSalis             /s/ D. Moran
 	 
	 	 	Name:  	P. DeSalis     D. Moran 	 
	 	 	Title:  	Primafides (Suisse) SA as Trustees of Sirius Trust
Directors