0001478446-10-000157 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 26th, 2010 • Axiologix Education Corp • Services-prepackaged software • Massachusetts

Registration Rights Agreement (the “Agreement”), dated as of May 17, 2010, by and between Axiologix Education Corporation, a corporation organized under the laws of Nevada, USA (the “Company”), and Dutchess Opportunity Fund, II, LP, a Nevada Limited Partnership, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Investor”).

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INVESTMENT AGREEMENT
Investment Agreement • May 26th, 2010 • Axiologix Education Corp • Services-prepackaged software • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of May 17, 2010 by and between Axiologix Education Corporation, a Nevada corporation (the "Company"), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the "Investor").

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