ex10-1.htm


    Exhibit
10.1

     

    OMNIBUS
AMENDMENT

    TO
CERTAIN PROMISSORY NOTES AND INVESTOR RIGHTS AGREEMENTS

    AMONG
AXS-ONE INC. AND CERTAIN INVESTORS

    


    *
Series E 6% Secured Convertible Promissory Note dated as of October 30,
2008

    *
Investor Rights Agreement dated as of October 30, 2008

    *
Series D 6% Secured Convertible Promissory Note dated as of July 24, 2008, as
amended

    *
Investor Rights Agreement dated as of July 24, 2008

    *
Series C 6% Secured Convertible Promissory Note dated as of November 16, 2007,
as amended

    *
Investor Rights Agreement dated as of November 16, 2007

    *
Series B 6% Secured Convertible Promissory Note dated as of May 29, 2007, as
amended

    *
Series A 6% Secured Convertible Promissory Note dated as of May 29, 2007, as
amended

    *
Investor Rights Agreement dated as of May 29, 2007

    


    This
Omnibus Amendment (the “Amendment”) is made
and entered into as of May 29, 2009 (the “Effective Date”)
among AXS-One Inc., a Delaware corporation (the “Company”), and each
of the parties listed on Schedule 1 attached
hereto (each, an “Investor”, and
collectively, the “Investors”).

    


    WHEREAS,
the Company issued in favor of certain Investors Series E 6% Secured Convertible
Promissory Notes dated as of October 30, 2008, Series D 6% Secured Convertible
Promissory Notes dated as of July 24, 2008 (as amended on or about October 30,
2008), Series C 6% Secured Convertible Promissory Notes dated as of November 16,
2007 (as amended on or about July 24, 2008 and October 30, 2008), Series B 6%
Secured Convertible Promissory Notes dated as of May 29, 2007 (as amended on or
about November 16, 2007, July 24, 2008 and October 30, 2008), and/or Series A 6%
Secured Convertible Promissory Notes dated as of May 29, 2007 (as amended on or
about November 16, 2007, July 24, 2008 and October 30, 2008) (collectively, the
“Notes”);

    


    WHEREAS,
in connection with the purchase of the Notes, the Company and certain of the
Investors entered into Investor Rights Agreements dated as of October 30, 2008,
July 24, 2008, November 16, 2007 and/or May 29, 2007 (collectively, the “Investor Rights
Agreements”); and

    


    WHEREAS,
the Company and the Investors have agreed to modify certain terms of the Notes
and the Investor Rights Agreements as specifically set forth in this
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.           Amendments.

    


    (a)           Amendment to the
Notes.  The reference to “May 29, 2009” in Section 1(a) of each
of the Notes is hereby amended and replaced with “July 31, 2009”.

    


    (b)           Amendment to the Investor Rights
Agreements.  The reference to “May 29, 2009” in the definition
of “Filing Date” in Section 1 of each of
the Investor Rights Agreements is hereby amended and replaced with “July 31,
2009”.

    


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

    


    3.           No
Waiver.  Except as expressly set forth herein, nothing
contained herein shall constitute a waiver of, impair or otherwise affect, any
obligation of the Company under any of the Notes or the Investor Rights
Agreements or any rights of any Investor consequent thereon.

    


    4.           Counterparts; Facsimile
Execution.  This 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.  In the event that any
signature is delivered by facsimile or other means of electronic image
transmission, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if such signature page were an original
thereof.

    


    5.           Governing
Law.  This 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 pages
follow.]

     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    
 

    IN WITNESS WHEREOF, the parties hereto
have caused this Omnibus Amendment to be duly executed by their respective
authorized persons as of the Effective Date.

     

     

     

    
      
        
          	 	      
                  AXS-ONE
      INC.

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/
      Joseph P.
      Dwyer              
      	 
	 	 	Name:
      Joseph P. Dwyer 	 
	 	 	Title:
      Chief Financial Officer	 
	 	 	 	 


        

      

    

    
 

    


    


    


    [Investor signatures on following
pages.]

     

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

     

     

     

    INVESTOR:

    


    Print
Exact Name:______________________________

    


    


    


    By: /s/                                                      


    Name:

    Title:

    


    


    


    


    


    [Signature Page of Investor to
Omnibus Amendment]

     

     

     

    
      
         

      

      
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     SCHEDULE 1

    


    INVESTORS

    


    
      
        	
                Name and Address

              
	
                Aston
      Assets, S.A.

                c/o
      Macro Continental, Inc.

                Apartado
      Postal 0832-00155

                World
      Trade Center

                Panama,
      Republica de Panama

                (506)
      223-5787 (fax)

              
	
                BlueLine
      Capital Partners, LP

                402
      Railroad Avenue, Suite 202

                Danville,
      CA 94526

                Attn:
      Scott Shuda

                (925)
      988-0287 (fax)

              
	
                BlueLine
      Capital Partners II, LP

                402
      Railroad Avenue, Suite 202

                Danville,
      CA 94526

                Attn:
      Scott Shuda

                (925)
      988-0287 (fax)

              
	
                BlueLine
      Capital Partners III, LP

                402
      Railroad Avenue, Suite 202

                Danville,
      CA 94526

                Attn:
      Scott Shuda

                (925)
      988-0287 (fax)

              
	
                Daniel
      H. Burch

                c/o
      MacKenzie Partners Inc.

                105
      Madison Ave.

                New
      York, NY 10016

                (212)
      929-0061 (fax)

              
	
                Harold
      D. Copperman

                2804
      Tarflower Way

                Naples,
      FL 34105

                (239)
      659-4473 (fax)

              
	
                Jurika
      Family Trust U/A 3/17/1989

                42
      Glen Alpine Road

                Piedmont,
      CA 94611

                Attn:
      William Jurika

                (510)
      985 1197 (fax)

              
	
                William
      P. Lyons

                301
      Rt. 17 North

                Rutherford,
      NJ 07070

                (201)
      939-6955 (fax)

              
	
                Robert
      J. Migliorino

                81
      Eleven Levels Road

                Ridgefield,
      CT 06877

                (212)
      202-5188 (fax)

              
	
                Phillip
      L. Rugani

                459
      Old Woods Road

                Wyckoff,
      NJ 07481

                (201)
      939-6955 (fax)

              
	
                Sirius
      Trust

                c/o
      Stonehage SA

                Rue
      du Puits-Godet 12

                2002
      Neuchatel, Switzerland

                (44)
      32 723 1001 (fax)

              


      

    

    


    


    


    


    


    
      
         

      

      
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