Exhibit 4.1


 


 


THIS CONVERTIBLE PROMISSORY
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE MADE EXCEPT IN COMPLIANCE
WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE
COMMISSION.


 


CONVERTIBLE PROMISSORY NOTE


 





	$———	_________, 2014







 


 


For value received AXION INTERNATIONAL
HOLDINGS, INC., a Colorado corporation
(“Company”), promises to pay to ______________, or its assigns (“Holder”) the
principal sum of $——— with interest accruing on the outstanding principal amount advanced hereunder from time to
time at the rate of 8% per annum. Interest shall commence upon the advance of any principal hereunder and shall continue to accrue
on the outstanding principal until this Note is paid in full or converted. Interest shall be computed on the basis of a year of
360 days consisting of twelve 30 day months. This Note is one of a series of Notes (“Notes”) in the aggregate
principal amount of Two Million Dollars ($2,000,000). The holders of the Notes are hereafter referred to as ‘Holders”.
This Note amends and restates and is intended to replace a prior note in the same principal amount issued to Holder.


 


1.Definitions.
For purposes of this Note, the following terms shall have the definitions ascribed thereto:



 


A.“Principal
Market” means the OTC Bulletin Board.


 


B. “Trading
Day” means any day on which the Company’s shares of no par value common stock (“Common Stock”)
is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on
the principal securities exchange or securities market on which the Common Stock is then traded; provided that “Trading
Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5
hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or
if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the
hour ending at 4:00:00 p.m., Delaware time).


 


C.“Weighted
Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security
on the Principal Market during the period beginning at 9:30:01 a.m., Delaware time (or such other time as the Principal Market
publicly announces is the official open of trading), and ending at 4:00:00 p.m., Delaware time (or such other time as the Principal
Market publicly announces is the official close of trading) as reported by Bloomberg through its “Volume at Price”
functions, or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter
market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., Delaware time (or such other
time as such market publicly announces is the official open of trading), and ending at 4:00:00 p.m., Delaware time (or such other
time as such market publicly announces is the official close of trading) as reported by Bloomberg, or, if no dollar volume-weighted
average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest
closing ask price of any of the market makers for such security as reported in the “pink sheets” by Pink Sheets LLC
(formerly the National Quotation Bureau, Inc.). If the Weighted Average Price cannot be calculated for a security on a particular
date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as
determined by the Board of Directors of the Company in good faith. Other than with respect to the definition of the term “Listing
Event,” all such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification
or similar transaction during the applicable calculation period.


  


2.Payments.
Interest shall be paid quarterly starting with the quarter ended September 30, 2014. All
such payments will be due by the fifteenth day of the month succeeding the end of the prior quarter. For the quarter ended December
31, 2014 and for each subsequent quarter that this Note is outstanding, Holder shall have the right to have the interest paid in
shares of the Company’s Common Stock by providing written notice to the Company at least fifteen (15) days prior to the date
that the interest is due. In such event, such shares shall be valued at a price equal to the average of the
Weighted Average Price of a share of Common Stock for the twenty consecutive Trading Days ended with the end of a quarter with
any fractional shares rounded up to a whole share. Except as otherwise provided, all payments of interest and principal shall be
in lawful money of the United States of America and shall be made pro rata against the principal amounts due under all the Notes.
All payments shall be applied first to accrued interest, and thereafter to principal. Company may prepay this Note prior to the
Maturity Date with the consent of the Holder. The outstanding principal amount of this Note, together with all accrued and unpaid
interest shall be immediately due and payable five years from the date hereof (the “Maturity Date”).



 






    	 



    	 



    

 


3.Conversion.
If (i) at any time upon a date prescribed by the Holder or (ii) the Company’s shares
of Common Stock prior to the Maturity Date are listed on a U.S. based stock exchange, then the principal amount due under this
Note shall be converted into a number of shares of the Company’s Common Stock equal to the product of (i) 2,500,000 multiplied
by (ii) a fraction, the numerator of which is the principal balance then outstanding under this Note and the denominator of which
is $——— (“Conversion Shares”). If such conversion occurs upon a listing, the conversion shall
be automatic without any further action by the Company or the Holder. In the event the Company divides its outstanding shares of
Common Stock by stock dividend or stock split into a greater number of shares or if the Company combines its outstanding shares
through a stock combination or reverse stock split into a lesser number of shares, the number of Conversion Shares shall be appropriately
increased or decreased. Any accrued and unpaid interest on this Note shall be paid in cash upon any conversion.


 


4.Events
of Default. If there shall be any Event of Default hereunder, at the option of the Holder,
all principal and accrued and unpaid interest shall become due and payable. The occurrence of any one or more of the following
shall constitute an Event of Default:


 


(a)Company
fails to pay timely any of the principal amount or accrued interest due under this Note on the date the same becomes due and payable;


 


(b)Company
files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for
the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes
any corporate action in furtherance of any of the foregoing; or


 


(c)An
involuntary petition is filed against Company (unless such petition is dismissed or discharged within thirty (30) days under any
bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other
similar official) is appointed to take possession, custody or control of any property of Company. 


 


(d)An
event of default occurs under any note issued to any of the Holders.


 


5.Waiver.
Company hereby waives demand, notice, presentment, protest and notice of dishonor.


 


6.Transfer.
This Note may be transferred only upon written consent of the Holder and upon its surrender to the Company for registration of
transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Company.
Thereupon, this Note shall be reissued to, and registered in the name of, the transferee, or a new Note for like principal amount
and interest shall be issued to, and registered in the name of, the transferee.


 





 


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	 	AXION INTERNATIONAL HOLDINGS, INC.	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title: