0001104659-04-009745 Sample Contracts

Void after April , 2007 Warrant No. [B- ]
Axs One Inc • April 8th, 2004 • 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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AXS-ONE INC. UNIT SUBSCRIPTION AGREEMENT COMMON STOCK AND WARRANTS
Unit Subscription Agreement • April 8th, 2004 • Axs One Inc • Services-prepackaged software • New York

UNIT SUBSCRIPTION AGREEMENT dated as of April 1, 2004 (this “Agreement”), among AXS-One Inc., a Delaware corporation (the “Company”), and the persons who execute this agreement as investors (each an “Investor” and collectively the “Investors”).

Void after April , 2007 Warrant No. [A- ]
Common Stock Purchase Warrant • April 8th, 2004 • 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.

INVESTOR RIGHTS AGREEMENT
Rights Agreement • April 8th, 2004 • Axs One Inc • Services-prepackaged software • New York

This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of April , 2004 by and among AXS-One Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto (each an “Investor” and collectively the “Investors”)

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