Exhibit 4.8


 


The
Indebtedness evidenced by this Note is secured by a pledge of the company’s SHARES in its subsidiaries 


 


THIS NOTE CONTAINS A CONFESSION OF JUDGMENT
PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS THE BORROWERS MAY HAVE AS DEBTORS (BORROWERS) AND ALLOWS THE HOLDER TO
OBTAIN A JUDGMENT AGAINST THE BORROWERS WITHOUT ANY FURTHER NOTICE.


 


Axion
International Holdings, Inc.


 


AXION INTERNATIONAL, INC.


 


Axion
Recycled Plastics Incorporated


 


Secured
Note


 


	Issuance Date:  November __, 2014	Principal Amount: U.S. $3,000,000     


 


FOR VALUE RECEIVED,
Axion International Holdings, Inc., a Colorado corporation (the “Company”), Axion International, Inc.,
a Delaware corporation (“AI”) and Axion Recycled Plastics Incorporated, an Ohio corporation (“ARPI”
and together with the Company and AI, the “Borrowers”), hereby jointly and severally promise to pay to
___________________ or registered assigns (the “Holder”) the Principal Amount or so much thereof that
is advanced from time to time hereunder less any prepayments heretofore made pursuant to the terms hereof (the “Principal”)
when due, whether upon the Maturity Date (as defined below), acceleration, exchange, prepayment or otherwise (in each case in accordance
with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the Interest
Rate from November __, 2014, notwithstanding the date set out above as the Issuance Date (the “Issuance
Date”), until the same becomes due and payable, whether upon the Maturity Date, acceleration, exchange, prepayment
or otherwise (in each case in accordance with the terms hereof). This Secured Note (this “Note”) is one
of an issue of Secured Notes (collectively, the “Notes”) issued (or to be issued) by the Borrowers.


 




    	1



    	 



    

  


1.     Advances.
Holder will make, or has made, an initial advance of $___________ to the Borrowers. Holder, in his sole discretion, may elect to
make one or more subsequent advances to the Borrowers prior to the Maturity Date, provided that the aggregate value of such advances
does not exceed the Principal Amount set forth above.


 


2.     Payments
of Principal.


 


(a)     Mandatory
Repayment. All unpaid Principal, together with any then unpaid and accrued Interest and other amounts payable hereunder, shall
be due and payable on the earlier of (i) June 30, 2015 (the “Maturity Date”), or (ii) when,
upon or after the occurrence of an Event of Default, such amounts are declared due and payable by the Holder or made automatically
due and payable in accordance with the terms hereof.


 


(b)     Optional
Prepayment. Upon not less than five (5) calendar days prior written notice to the Holder, the Borrowers may prepay this Note
in whole or in part; provided that: (i) any prepayment of this Note may only be made in connection with the prepayment
of all of the Notes on a pro rata basis, based on the respective aggregate outstanding principal amounts of each such Note, and
(ii) any such prepayment will be applied first to the payment of expenses due under this Note, second to accrued and unpaid
Interest and third, if the amount of prepayment exceeds the amount of all such expenses and accrued and unpaid Interest, to the
payment of Principal of this Note.


 


3.     Interest.
Interest on this Note shall be computed on the basis of a 360-day year and twelve 30-day months, and shall be payable on the Maturity
Date.


 


4.     Security.
This Note is secured as provided for in the Pledge Agreement.


 


5.     Events
of Default. Each of the following events shall constitute an “Event of Default”:


 


(a)     the
Borrowers’ failure to pay to the Holder any amount of Principal, Interest or other amounts when and as due under this Note;


 


(b)     any
of the Borrowers, pursuant to or within the meaning of Title 11, U.S. Code, or any similar Federal, foreign or state law for the
relief of debtors (collectively, “Bankruptcy Law”), (i) commences a voluntary case, (ii) consents to
the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a receiver, trustee, assignee,
liquidator or similar official (a “Custodian”), (iv) makes a general assignment for the benefit of its
creditors or (v) admits in writing that it is generally unable to pay its debts as they become due;


 


(c)     proceedings
for the appointment of a Custodian of any of the Borrowers or all or a substantial part of their respective property, or an involuntary
case or other proceedings seeking liquidation, reorganization or other relief with respect to the Borrowers or the respective indebtedness
thereof under any Bankruptcy Law now or hereafter in effect shall be commenced and an order for relief entered which shall not
have been vacated, dismissed, discharged, stayed or bonded pending appeal within sixty (60) days from the entry thereof; and


 




    	2



    	 



    

  


(d)     a
final judgment or judgments for the payment of money aggregating in excess of $500,000 are rendered against any of the Borrowers
and which judgments are not, within sixty (60) days after the entry thereof, bonded, discharged or stayed pending appeal, or are
not discharged within sixty (60) days after the expiration of such stay.


 


6.     
Remedies. Upon the occurrence of an Event of Default, at the option of the Required Holders, all amounts payable by the
Borrowers to the Holder under the terms of this Note shall immediately become due and payable by the Borrowers to the Holder without
notice to the Borrowers or any other person, and the Holder shall have all of the rights, powers, and remedies available under
the terms of this Note, the Pledge Agreement and all applicable laws. The Borrowers and all endorsers, guarantors, and other parties
who may now or in the future be primarily or secondarily liable for the payment of the indebtedness evidenced by this Note hereby
severally waive presentment, protest and demand, notice of protest, notice of demand and of dishonor and non-payment of this Note
and expressly agree that this Note or any payment hereunder may be extended from time to time without in any way affecting the
joint and several liability of the Borrowers, guarantors and endorsers.


 


7.     Amendment.
This Note may not be amended without the written consent of the Holder, the Required Holders and the Borrowers.


 


8.     Payment
of Collection, Enforcement and Other Costs. If (a) this Note is collected or enforced through any legal proceeding, or (b)
there occurs any bankruptcy, reorganization, receivership of any of the Borrowers or other proceedings affecting any of the Borrowers’
creditors’ rights and involving a claim under this Note, then the Borrowers shall pay the costs incurred by the Holder for
such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding,
including, but not limited to, reasonable attorneys’ fees and disbursements.


 


9.     Construction;
Headings. This Note shall be deemed to be jointly drafted by the Borrowers and the Holder and shall not be construed against
any Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect
the interpretation of, this Note.


 


10.    Failure
or Indulgence Not a Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privilege.


 


11.    Notices;
Payments.


 


(a)         Notices.
Whenever notice is required to be given under this Note, such notice shall be given as follows:


 


Axion International Holdings, Inc.


4005 All American Way


Zanesville, Ohio 43701

Facsimile:         (740) 452-5488

Attention:         Claude Brown, Jr.


 




    	3



    	 



    

  


With a copy (for
informational purposes only) to:


 


Greenberg Traurig, LLP

1750 Tysons Boulevard

Suite 1200

McLean, VA 22102

Facsimile:         (703) 714-8359

Attention:         Mark Wishner, Esq.


 


(b)          Payments.
Whenever any payment of cash is to be made by the Borrowers to any Person pursuant to this Note, such payment shall be made in
lawful money of the United States of America by a check drawn on the account of the Borrowers and sent via overnight courier service
to such Person at such address as previously provided to the Borrowers in writing; provided that the Holder may elect to
receive a payment of cash via wire transfer of immediately available funds by providing the Borrowers with prior written notice
setting out such request and the Holder’s wire transfer instructions. Whenever any amount expressed to be due by the terms
of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding Business Day and,
in the case of any date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not
be taken into account for purposes of determining the amount of Interest due on such date.


 


12.    Cancellation.
After all Principal, accrued Interest and other amounts at any time owed on this Note have been paid in full, this Note shall automatically
be deemed canceled, shall be surrendered to the Borrowers for cancellation and shall not be reissued.


 


13.    Partial Invalidity. In the event any provision of this Note (or any part of any provision) is held by a court of competent
jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not
affect any other provision (or remaining part of the affected provision) of this Note; but this Note shall be construed as if such
invalid, illegal, or unenforceable provision (or part thereof) had not been contained in this Note, but only to the extent it is
invalid, illegal, or unenforceable.


 


14.    Waiver
of Notice. To the extent permitted by law, the Borrowers hereby waive demand, notice, protest and all other demands and notices
in connection with the delivery, acceptance, performance, default or enforcement of this Note.


 


15.    Governing
Law; Venue. This Note has been executed by the Borrowers in Montgomery County, Maryland and this Note shall be construed and
enforced in accordance with the laws of the State of Maryland. The Borrowers consent to and irrevocably submit to the jurisdiction
of the Circuit Court for Montgomery County Maryland, and agree that any dispute respecting this Note shall be submitted to and
determined by said Court. Final judgment of the Circuit Court of Montgomery County shall be conclusive and binding on the Borrowers
and may be enforced in any court in which the Borrowers are subject to jurisdiction by a suit upon such judgment.


 


16.   Jury
Trial. THE BORROWERS HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY MAY HAVE, AND AGREE NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.


 




    	4



    	 



    

  


17.   Service
of Process. The Borrowers hereby irrevocably designate and appoint Millard Bennett and Donald Sperling as the Borrowers’
authorized agents to accept and acknowledge on the Borrowers’ behalf service of any and all process that may be served in
any suit, action or proceeding instituted in connection with this Note in the Circuit Court for Montgomery County, Maryland. If
such agents shall cease so to act, the Borrowers shall irrevocably designate and appoint without delay another such agent in Montgomery
County, Maryland satisfactory to the Holder and shall promptly deliver to the Holder evidence in writing of such agent’s
acceptance of such appointment and its agreement that such appointment shall be irrevocable. The Borrowers hereby consent to process
being served in any suit, action or proceeding instituted in connection with this Note by (i) the mailing of a copy thereof by
certified mail, postage prepaid, return receipt requested, to the Borrowers and (ii) serving a copy thereof upon the agents hereinabove
designated and appointed by the Borrowers as the Borrowers’ agents for service of process. The Borrowers irrevocably agree
that such service shall be deemed to be service of process upon the Borrowers in any such suit, action or proceeding. Nothing in
this Note shall affect the right of the Holder to serve process in any manner otherwise permitted by law and nothing in this Note
will limit the right of the Holder otherwise to bring proceedings against the Borrowers in the courts of any jurisdiction or jurisdictions.


 


18.   Confession
of Judgment. In the event this Note is not paid in full on the Maturity Date or earlier
upon acceleration, the BORROWERS hereby designate and irrevocably appoint and constitute and hereby authorize and empower Millard
Bennett and/or Donald Sperling and/or any attorney or clerk of any court of record in the United States or elsewhere its attorney-in-fact
(such appointment being coupled with an interest) to appear for and, with or without declaration filed, confess judgment against
the borrowers in favor of the Holder of this Note, at any time, for the full or total amount of this Note, together with all indebtedness
provided for therein, with costs of suit and attorney’s commission of ten percent (10%) for collection.


 


19.   Waiver.
The Borrowers expressly waive any presentment, demand, protest, notice of protest, or notice of any kind.


 


20.   Commercial
Law. The Borrowers represent and warrant that the loan evidenced by this Note is a commercial loan within the meaning of Section
12-101(c) and 12-103(e) of the Commercial Law Article of the Annotated Code of the State of Maryland.


 


21.   Certain
Definitions. For purposes of this Note, the following terms shall have the following meanings:


 


(a)     “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in the State of Delaware are
authorized or required by law to remain closed.


 




    	5



    	 



    

 


 


(b)     
“Interest Rate” means twelve percent (12.0%) per annum.


 


(c)     
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation,
a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.


 


(d)     “Pledge
Agreement” means that certain Pledge Agreement dated as of November __, 2014, by and among the Company, Allen Kronstadt,
Samuel G. Rose and MLTM Lending, LLC.


 


(e)     “Required
Holders” means the holders of Notes representing at least a majority of the aggregate principal amount of the Notes
then outstanding.


 


[Signature Page Follows]


 




    	6



    	 



    

  


IN WITNESS WHEREOF, the
Borrowers have caused this Note to be duly executed as of the Issuance Date set out above.


 


	 	 	AXION INTERNATIONAL HOLDINGS, INC.
	 	 	 	 
	 	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	Axion international, inc.
	 	 	 	 
	 	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	Axion Recycled Plastics Incorporated
	 	 	 	 
	 	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Acknowledged and Agreed:	 	 
	 	 	 
	 	 	 
	 	 	 
	By:	 	 	 
	Name:	 	 
	Title:	 	 
	 	 	 	 	 





[Signature Page to Secured Note]