EXHIBIT 4.3 


 


 





NEITHER THIS SECURITY NOR THE SECURITIES
INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL, THE SUBSTANCE
OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


Issuance Date: ________________


AXION INTERNATIONAL HOLDINGS, INC.


WARRANT No. XX 


TO PURCHASE SHARES OF

COMMON STOCK, NO PAR VALUE


This is to certify that, for
VALUE RECEIVED, _______________ (“Warrantholder”), is entitled to purchase, subject to the provisions
of this Warrant, from Axion International Holdings, Inc., a Colorado corporation, having its principal place of business at 180
South Street, Suite 104, New Providence, NJ 07974 (the “Company”), at any time and from time to time commencing
from ______________ (“Exercise Date”), but not later than 5:00 P.M., New York time, on the _____
anniversary of the Exercise Date (“Expiration Date”), a total of ____________________ (_______) shares
(“Warrant Shares”) of Common Stock, no par value (“Common Stock”) of the Company, at an initial
exercise price per share of $_______. The exercise price in effect from time to time is hereafter called the “Warrant
Price”. The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject
to adjustment from time to time as described herein.


Section 1.               
Registration. The Company shall maintain books for the transfer and registration of the Warrant. Upon the initial
issuance of the Warrant, the Company shall issue and register the Warrant in the name of the Warrantholder.


Section 2.               
Transfers. As provided herein, this Warrant may be transferred only pursuant to a registration statement filed under
the Securities Act or an exemption from registration thereunder. Subject to such restrictions, the Company shall transfer this
Warrant from time to time, upon the books to be maintained by the Company for that purpose, upon surrender hereof for transfer
properly endorsed or accompanied by appropriate instructions for transfer upon any such transfer, and a new Warrant shall be issued
to the transferee and the surrendered Warrant shall be canceled by the Company.






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Section 3.               
Exercise of Warrant. (a) Subject to the provisions hereof, the Warrantholder may exercise this Warrant in whole or
in part at any time and from time to time on and after the Exercise Date and ending on the Expiration Date, upon surrender of the
original of this Warrant, together with delivery of a duly executed Warrant exercise form attached hereto (the “Exercise
Agreement”), to the Company during normal business hours on any business day at the Company’s principal
executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon
payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Warrant
Price for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued
to the holder hereof or such holder’s designee, as the record owner of such shares, as of the close of business on the date
on which the completed Exercise Agreement and original of this Warrant, together with the applicable Warrant Price for the Warrant
Shares, shall have been delivered to the Company (or such later date as may be specified in the Exercise Agreement). Certificates
for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be
delivered to the holder hereof promptly, after this Warrant shall have been so exercised. The certificates so delivered shall be
in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other
name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has
expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing
the number of shares with respect to which this Warrant shall not then have been exercised.


(b)              
The Warrantholder may, at its election exercised in its sole discretion, exercise this Warrant and, in lieu of making the
cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Warrant Price for the Warrant
Shares specified in the Exercise Agreement, elect instead to receive upon such exercise the “Net Number” of
shares of Common Stock determined according to the following formula (a “Cashless Exercise”):


Net Number = (A x B) - (A
x C)


---------------------


B


For purposes of the foregoing formula:


A= the total number of shares with
respect to which this Warrant is then being exercised.


B= the arithmetic average Closing
Price of the Common Stock on the five (5) consecutive Trading Days immediately preceding the date of the Exercise Agreement.


C= the Warrant Price then in effect at the time
of such exercise.


 


Section 4.               
Compliance with the Securities Act of 1933. Neither this Warrant nor the Common Stock issued upon exercise hereof
nor any other security issued or issuable upon exercise of this Warrant may be offered or sold except as provided in this Warrant
and in conformity with the Securities Act, as amended, and then only against receipt of an agreement of such person to whom such
offer of sale is made to comply with the provisions of this Section
4 with respect to any resale or other disposition of such security. The Company may cause the legend set forth on the
first page of this Warrant to be set forth on each Warrant or similar legend on any security issued or issuable upon exercise of
this Warrant unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.






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Section 5.               
Payment of Taxes. The Company will pay any documentary stamp taxes attributable to the initial issuance of Warrant
Shares issuable upon the exercise of the Warrant; provided, however, that the Company shall not be required to pay any tax or taxes
which may be payable in respect of any transfer involved in the issuance or delivery of any certificates for Warrant Shares in
a name other than that of the registered holder of this Warrant in respect of which such shares are issued.


Section 6.               
Mutilated or Missing Warrants. In case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall
issue in exchange and substitution of and upon cancellation of the mutilated Warrant, or in lieu of and substitution for the Warrant
lost, stolen or destroyed, a new Warrant of like tenor and for the purchase of a like number of Warrant Shares, but only upon receipt
of evidence of such loss, theft or destruction of the Warrant, and indemnity, if requested, all reasonably satisfactory to the
Company.


Section 7.               
Reservation of Common Stock. The Company hereby represents and warrants that there have been reserved, and the Company
shall at all applicable times keep reserved, out of the authorized and unissued Common Stock, a number of shares sufficient to
provide for the exercise of the rights of purchase represented by the Warrant in full. The Company agrees that all Warrant Shares
issued upon exercise of the Warrant in accordance with its terms shall be, at the time of delivery of the certificates for such
Warrant Shares, duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of the Company.


Section 8.               
Warrant Price. The Warrant Price, subject to adjustment as provided in Section
9, shall be payable in lawful money of the United States of America.


Section 9.               
Adjustment of Warrant Exercise Price and Number Of Shares. The Warrant Price and the number of shares of Common Stock
issuable upon exercise of this Warrant shall be adjusted from time to time as follows:


(a)               
Stock Dividends and Stock Splits. If the Company shall at any time or from time to time while the Warrant is outstanding,
pay a dividend or make a distribution on its capital stock in shares of Common Stock, subdivide its outstanding shares of Common
Stock into a greater number of shares or combine its outstanding shares into a smaller number of shares or issue by reclassification
of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with
a consolidation or merger in which the Company is the continuing corporation), then the number of Warrant Shares purchasable upon
exercise of the Warrant and the Warrant Price in effect immediately prior to the date upon which such change shall become effective,
shall be adjusted by the Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the
number of shares of Common Stock or other capital stock which the Warrantholder would have received if the Warrant had been exercised
immediately prior to such event. Such adjustment shall be made successively whenever any event listed above shall occur.



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 (b)              
Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company effects any merger or
consolidation of the Company with or into another Person, (ii) the Company effects any sale of all or substantially all of its
assets in one transaction or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company
or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for
other securities, cash or property, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property
(in any such case, a “Fundamental Transaction”), then, the Warrantholder shall thereafter have the right to
purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately
theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable
with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable
upon exercise of the Warrant, had such Fundamental Transaction not taken place, and in any such case appropriate provision shall
be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without
limitations, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable
in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise hereof. The Company shall
not effect Fundamental Transaction unless prior to or simultaneously with the consummation thereof the successor entity (if other
than the Company) resulting from such consolidation or merger, or the Person purchasing or otherwise acquiring such assets, shall
assume, by written instrument executed and delivered to the Company, the obligation to deliver to the holder of the Warrant such
shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase
and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive
reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.


(c)               
In the event that, as a result of an adjustment made pursuant to this Section 9, the holder of this Warrant shall
become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other
shares so receivable upon exercise of this Warrant shall be subject thereafter to adjustment from time to time in a manner and
on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in this Warrant.


(d)              
In the event of any adjustment pursuant to this Section 9 in the number of Warrant Shares issuable hereunder upon
exercise, the Warrant Price shall be inversely proportionately increased or decreased, as the case may be, such that the aggregate
purchase price for Warrant Shares upon full exercise of this Warrant shall remain the same. Similarly, in the event of any adjustment
in the Warrant Price, the number of Warrant Shares issuable hereunder upon exercise shall be inversely proportionately increased
or decreased, as the case may be, such that the aggregate purchase price for Warrant Shares upon full exercise of this Warrant
shall remain the same.


Section 10.           
Fractional Interest. The Company shall not be required to issue fractions of Warrant Shares upon the exercise of
the Warrant. If any fraction of a Warrant Share would, except for the provisions of this Section, be issuable upon the exercise
of the Warrant (or specified portions thereof), the Company shall issue one whole share in lieu of such fraction.


Section 11.           
Benefits. Nothing in this Warrant shall be construed to give any Person (other than the Company and the Warrantholder)
any legal or equitable right, remedy or claim, it being agreed that this Warrant shall be for the sole and exclusive benefit of
the Company and the Warrantholder.






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Section 12.           
Notices to Warrantholder. Upon the happening of any event requiring an adjustment of the Warrant Price, the Company
shall forthwith give written notice thereof to the Warrantholder, stating the adjusted Warrant Price and the adjusted number of
Warrant Shares resulting from such event and setting forth a brief statement of the facts requiring such adjustment. At the Warrantholder’s
request, the Company shall deliver to the Warrantholder as of a requested date a notice specifying the Warrant Price and the number
of Warrant Shares into which this Warrant is exercisable as of such date.


Section 13.           
Notices. Any and all notices or other communications or deliveries to be provided by the Warrantholder hereunder
shall be in writing and delivered personally, by facsimile or sent by a nationally recognized overnight courier service, addressed
to the Company, at the address set forth above, facsimile number (908) 542-0999, Attention: President, or such other
facsimile number or address as the Company may specify for such purpose by notice to the Warrantholder delivered in accordance
with this Section 13. Any and all notices or other communications
or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile or sent by a nationally
recognized overnight courier service addressed to the Warrantholder at the facsimile number or address of the Warrantholder appearing
on the books of the Company, or if no such facsimile number or address appears, at the principal place of business of the Warrantholder.
Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of
transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section
13 prior to 5:00 p.m. (New York City time), (ii) the date immediately following the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile number specified in this Section
13 between 5:00 p.m. (New York City time) and 11:59 p.m. (New York City time) on any date, (iii) the second Business
Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the
party to whom such notice is required to be given.


Section 14.           
Successors. All the covenants and provisions hereof by or for the benefit of the Warrantholder shall bind and inure
to the benefit of its respective successors and assigns hereunder.


Section 15.           
Governing Law; Judicial Proceedings. All questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York,
without regard to the principles of conflict of laws thereof. The Company and the Warrantholder agrees that all legal proceedings
concerning the interpretation, enforcement and defense of the transactions hereunder (whether brought against a party hereto or
its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal
courts sitting in the City of New York, Borough of Manhattan (the “New
York Courts”). The Company and the Warrantholder hereby irrevocably submit to the exclusive jurisdiction of the
New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient
venue for such proceeding. The Company and the Warantholder hereby irrevocably waive, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant or the transactions
contemplated hereby.






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Section
16.           
Definitions. The following words and terms as used in this Warrant shall have the following meanings:


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized
or required by law to remain closed.


“Closing
Price” means, on any particular date, (a) the last reported closing bid price per share of Common Stock on such date
on the Trading Market, or (b) if there is no such price on such date, the closing bid price on the Trading Market on the date nearest
preceding such date, or (c) if the Common Stock is not then listed or quoted for the Trading Market and if prices for the Common
Stock are then reported in the “pink sheets” published by Pink Sheets LLC (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) if the shares
of Common Stock are not publicly traded, the fair market value of a share of Common Stock as determined by a qualified, independent
appraiser selected in good faith by the Company and reasonably acceptable to the Warrantholder.


“Person”
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company,
joint venture, pool, syndicate, sole proprietorship, unincorporated organization, governmental authority or any other form of entity
not specifically listed herein.


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


“Trading
Day” means a day on which the principal Trading Market is open for business, and, if the Common Stock is not then listed
or quoted for trading on a Trading Market, Trading Day shall mean a Business Day.


“Trading
Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market,
the New York Stock Exchange or the NASD over-the-Counter Bulletin Board.


 


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IN WITNESS WHEREOF,
the Company has caused this Warrant to be duly executed by a duly authorized officer as of the date noted above.


	
        AXION INTERNATIONAL HOLDINGS, INC.

         

         

	
        By:__________________________________________

        Name:

        Title:

         


 


 






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SUBSCRIPTION FORM


TO BE EXECUTED BY THE REGISTERED HOLDER
TO EXERCISE THIS WARRANT


AXION INTERNATIONAL HOLDINGS, INC.


 


The undersigned holder
hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of
Axion International Holdings, Inc., a Colorado corporation (the “Company”), evidenced by the attached Warrant
(the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.


 


		1.	The undersigned holder hereby exercises its right to purchase _________________ Warrant Shares
pursuant to the Warrant.



		2.	The holder intends that payment of the Exercise Price shall be made as (check one):



____ “Cash Exercise”


____ “Cashless Exercise” (if permitted)


 


		3.	If the holder has elected a Cash Exercise, the holder shall pay the sum of $____________ to the
Company in accordance with the terms of the Warrant.



		4.	Pursuant to this exercise, the Company shall deliver to the holder _______________ Warrant Shares
in accordance with the terms of the Warrant.



 


Date: _______________ __, ______


 


  


   Name of Registered Holder


 


  


	
         

         
	 
	
        By:__________________________________________

        Name:

        Title:

         
	 


 









 



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