0000950136-08-002808 Sample Contracts

Void after May 22, 2015 Warrant No. 2008-1
Common Stock Purchase Warrant • May 28th, 2008 • Axs One Inc • Services-prepackaged software • New York

THIS SECURITY AND ANY SHARES ISSUED UPON THE EXERCISE OR CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.

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FINANCING AGREEMENT
Financing Agreement • May 28th, 2008 • Axs One Inc • Services-prepackaged software • California

This Financing Agreement (this “Agreement”), dated as of May 22, 2008, is entered into by and between AXS-One Inc. (“Client”), and Sand Hill Finance, LLC (“SHF”).

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