Axiologix Education Corp 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").

ASSET PURCHASE AGREEMENT by and between AXIOLOGIX EDUCATION CORPORATION and EDUMEDIA SOFTWARE SOLUTIONS CORPORATION
Asset Purchase Agreement • January 27th, 2011 • Axiologix Education Corp • Services-prepackaged software • New York

ASSET PURCHASE AGREEMENT, dated as of January 24, 2011 (this “Agreement”), by and between Axiologix Education Corporation, a Nevada corporation (“Buyer”) and Edumedia Software Solutions Corporation, a New York corporation ("Seller").

EXCLUSIVE WORLDWIDE RESELLER AGREEMENT
Exclusive Worldwide Reseller Agreement • August 30th, 2010 • Axiologix Education Corp • Services-prepackaged software • New Jersey

NOW, THEREFORE, THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

January 4, 2011
Axiologix Education Corp • January 11th, 2011 • Services-prepackaged software • New York

This letter agreement will confirm our understanding regarding a proposed transaction (the “Transaction”) involving the acquisition by Axiologix Education Corporation, a Nevada corporation (“Axiologix”) of all of the assets of Edumedia Software Solutions Corporation (“Edumedia”), a [New Jersey corporation], used or held for use in connection with its E*Pad software platform.

SECOND AMENDMENT
Second Amendment • September 20th, 2010 • Axiologix Education Corp • Services-prepackaged software

This Second Amendment (“Second Amendment”), to the Investment Agreement dated May 17, 2010 (the "Investment Agreement") between Dutchess Opportunity Fund, II, LP ("Dutchess") and Axiologix Education Corporation, (the "Company"), is made this 17th day of September, 2010.

SUPPORT SERVICES AGREEMENT
Support Services Agreement • August 13th, 2010 • Axiologix Education Corp • Services-prepackaged software • California

Support Services Agreement (this "Agreement") dated as of June 24, 2010 (the "Effective Date") between Cardiff Partners, LLC, a California limited liability company ("CP") and Axiologix Education Corp., a Nevada Corporation, (“AXLX”).

AGENT AGREEMENT for AXIOLOGIX EDUCATION CORPORATION
Agent Agreement • December 3rd, 2010 • Axiologix Education Corp • Services-prepackaged software
AMENDMENT NO. 1 to EXCLUSIVE WORLDWIDE RESELLER AGREEMENT
Exclusive Worldwide Reseller Agreement • October 14th, 2010 • Axiologix Education Corp • Services-prepackaged software

This Amendment No. 1 (“Amendment No. 1”) amends, effective as of September 8, 2010, the Exclusive Worldwide Reseller Agreement (the “Agreement”), dated as of August 27, 2010, between Edumedia Software Solutions Corporation and Axiologix Education Corporation. Capitalized terms used, but not defined, herein have the respective meanings set forth in the Agreement.

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