Axiologix, Inc. announced a private placement of 750 series C convertible preferred shares at $10,000 per share for gross proceeds of $7,500,000 on May 1, 2013. The company will issue the shares to new investor, Ironridge Technology Co. The series C preferred shares will earn a dividend of 8% per annum payable in cash or shares of our restricted common stock and will be convertible into common stock of the company at a conversion price of $0.0008 per share.

The investor will be unable to convert the preferred shares into common stock for at least 12 months after each issuance. The transaction will take place in tranches. Subject to certain closing conditions, the investor will purchase 5 preferred shares at each closing through the ninth closing and thereafter the investor will purchase 10 preferred shares at each closing.

Each subsequent closing will take place on the first day each of each calendar month thereafter or sooner, at its option and if all conditions set forth in the stock purchase agreement, including, but not limited to, the conditions stated, have been fully satisfied, until a total of $7,500,000 has been purchased by the investor. The company will issue the securities pursuant to exemption provided under Regulation D. The company shall pay all brokerage or finder's fees or commissions to any broker, financial advisor or consultant, finder, placement agent, investment banker for the transaction. The company issued 19 shares of series C preferred stock to the investor as a commitment fee.

The company shall pay all brokerage or finder's fees or commissions to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transaction. The purchaser will have no obligation with respect to any fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this section that may be due in connection with the transactions contemplated by this agreement or the other transaction documents.