0001140361-10-018346 Sample Contracts

AMENDMENT AGREEMENT
Amendment Agreement • April 30th, 2010 • Axis Technologies Group Inc • Power, distribution & specialty transformers • New York

This Amendment Agreement (this “Agreement”), dated as of December 30, 2009, is entered into by and among Axis Technologies Group, Inc., a Delaware corporation (the “Company”), Axis Technologies, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Guarantor”), GEMINI STRATEGIES, LLC, a Delaware limited liability company (the “Collateral Agent”), and GEMINI MASTER FUND, LTD., a Cayman Islands corporation (the “Investor”). The Company and the Guarantor are sometimes referred to herein individually as an “Axis Entity” and collectively as the “Axis Entities”.

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