EXHIBIT 4.4







 


 


PLACEMENT AGENT WARRANT


 


THE WARRANT REPRESENTED BY THIS CERTIFICATE
AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR ANY STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS FROM REGISTRATION REQUIREMENTS UNDER SAID LAWS, AND NEITHER SUCH SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH
RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF
COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES
MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT OR APPLICABLE STATE SECURITIES LAWS.


 


THE TRANSFER OF THIS WARRANT IS RESTRICTED
AS DESCRIBED HEREIN.


 


AXION INTERNATIONAL HOLDINGS, INC.


 


Warrant for the Purchase of up to ____
Shares of


10% Convertible Preferred Stock, no
par value per share


 


No. PAW-_____ Shares


 


THIS CERTIFIES that,
for value received, ________________________________ with an address at ___________________________________________________________(including
any transferee, the “Holder”), is entitled to subscribe for and purchase from Axion International Holdings, Inc.,
a Colorado corporation (the “Company”), upon the terms and conditions set forth herein, at any time or from time
to time before 5:00 P.M., New York time, on April 20, 2016 (the “Exercise Period”), up to
__________________________ (______) shares of 10% Convertible Preferred Stock, no par value per share (the “Preferred
Stock”), of the Company at an initial exercise price per share equal to $10.00, subject to adjustment pursuant to the
terms hereof (the “Exercise Price”). As used herein, the term “this Warrant” shall mean and include
this Warrant and any Warrant or Warrants hereafter issued as a consequence of the exercise or transfer of this Warrant in
whole or in part. This Warrant is one of a series of warrants of like tenor issued by the Company in connection with the $8
million private placement of Preferred Stock (collectively, the “Company Warrants”).


 


The number of shares of
Preferred Stock issuable upon exercise of this Warrant (the “Warrant Shares”) and the Exercise Price may be adjusted
from time to time as hereinafter set forth.


 


1.    (a)This Warrant
may be exercised during the Exercise Period as to all or a lesser number of whole Warrant Shares by the surrender of this Warrant
(with the Exercise Form attached hereto duly executed) to the Company at its office located at 180 South
Street, Suite 104, New Providence, New Jersey 07974, Attention: Chief Financial Officer, or at such other place as is designated
in writing by the Company, together with a certified or bank cashier’s check payable to the order of the Company in an amount
equal to the Exercise Price multiplied by the number of Warrant Shares for which this Warrant is being exercised.






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(b)This Warrant may also be exercised
by the Holder through a cashless exercise, as described in this Section 1(b). This Warrant may be exercised, in whole or in part,
by (i) the delivery to the Company of a duly executed Exercise Form specifying the number of Warrant Shares to be applied to such
exercise, and (ii) the surrender to a common carrier for overnight delivery to the Company, or as soon as practicable following
the date the Holder delivers the Exercise Form to the Company, of this Warrant (or an indemnification undertaking with respect
to this Warrant in the case of its loss, theft or destruction). The number of shares of Preferred Stock to be issued upon exercise
of this Warrant pursuant to this Section 1(b) shall equal the value of this Warrant (or the portion thereof being canceled) computed
as of the date of delivery of this Warrant to the Company using the following formula:


 





	X =	Y((AxB)-C)

AxB


where:


	 	X  = the number of shares of Preferred Stock to be issued to the Holder under this Section 1(b);
	 	Y  =  the number of Warrant Shares identified in the Exercise Form as being applied to the subject exercise;
	 	A  =  the Current Market Price of a shared of Common Stock on such date;
	 	B  =  the number of shares of Common Stock that are issuable upon conversion of a share of Preferred Stock on such date; and
	 	C  =  the Exercise Price on such date


 


For purposes of this
Section 1(b), the “Current Market Price” per share of Common Stock on any day shall mean: (i) if the principal
trading market for such securities is a national or regional securities exchange, the closing price on such exchange on such day;
or (ii) if (i) above is not applicable, and if bid and ask prices for shares of Common Stock are reported in the over-the-counter
market by NASDAQ (or, if not so reported, by the National Quotation Bureau), the average of the high bid and low ask prices so
reported on such day. Notwithstanding the foregoing, if there is no reported closing price or bid and ask prices, as the case may
be, for the day in question, then the Current Market Price shall be determined as of the latest date prior to such day for which
such closing price or bid and ask prices, as the case may be, are available, unless such securities have not been traded on an
exchange or in the over-the-counter market for 30 or more days immediately prior to the day in question, in which case the Current
Market Price shall be determined in good faith by, and reflected in a formal resolution of, the Board of Directors of the Company.


 


The Company acknowledges
and agrees that this Warrant was issued on April 21, 2011 (the “Issuance Date”). Consequently, the Company acknowledges
and agrees that, if the Holder conducts a cashless exercise pursuant to this Section 1(b), the period during which the Holder held
this Warrant may, for purposes of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Act”), be
“tacked” to the period during which the Holder holds the Warrant Shares received upon such cashless exercise.






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(c)Upon exercise of this Warrant,
the Holder shall also have the right to receive, in lieu of receiving the applicable number of Warrant Shares, the number of shares
of Common Stock issuable upon conversion of such Warrant Shares, by checking the appropriate box on the Exercise Form to indicate
that the Holder is electing to convert the Warrant Shares issuable upon such exercise concurrently with such exercise.


 


2.Upon each exercise
of the Holder’s rights to purchase Warrant Shares, the Holder shall be deemed to be the holder of record of the Warrant Shares
(or shares of Common Stock if the Holder elects to concurrently convert such Warrant Shares) issuable upon such exercise, notwithstanding
that the transfer books of the Company shall then be closed or certificates representing such Warrant Shares (or shares of Common
Stock) shall not then have been actually delivered to the Holder. As soon as practicable after each such exercise of this Warrant,
the Company shall issue and deliver to the Holder a certificate or certificates for the Warrant Shares (or shares of Common Stock)
issuable upon such exercise, registered in the name of the Holder or its designee. If this Warrant should be exercised in part
only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the right
of the Holder to purchase the balance of the Warrant Shares (or portions thereof) subject to purchase hereunder.


 


If
by the third trading day following delivery of an Exercise Form (“Delivery Date”) the Company fails to deliver the
required number of Warrant Shares (or shares of Common Stock) in the manner required pursuant to this Section 2, then the Holder
will have the right to rescind such exercise.


3.(a)Any Warrants
issued upon the registration of transfer or exercise in part of this Warrant shall be numbered and shall be registered in a Warrant
Register as they are issued. The Company shall be entitled to treat the registered holder of any Warrant on the Warrant Register
as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in
such Warrant on the part of any other person, and shall not be liable for any registration or transfer of Warrants that are registered
or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with the actual knowledge that a fiduciary
or nominee is committing a breach of trust in requesting such registration or transfer, or with the knowledge of such facts that
its participation therein amounts to bad faith. The transfer of this Warrant may be registered on the books of the Company upon
delivery thereof duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence
of succession, assignment or authority to transfer. In all cases of transfer by an attorney, executor, administrator, guardian
or other legal representative, due authority shall be produced. Upon any registration of transfer, the Company shall deliver a
new Warrant or Warrants to the person entitled thereto. This Warrant may be exchanged, at the option of the Holder thereof, for
another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase
a like number of Warrant Shares (or portions thereof), upon surrender to the Company or its duly authorized agent. Notwithstanding
the foregoing, the Company may require prior to registering any transfer of a Warrant an opinion of counsel reasonably satisfactory
to the Company that such transfer complies with the provisions of the Act, and the rules and regulations thereunder.









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(b)The Holder acknowledges
that he has been advised by the Company that neither this Warrant nor the Warrant Shares have been registered under the Act, that
this Warrant is being or has been issued and the Warrant Shares may be issued on the basis of the statutory exemption provided
by Section 4(2) of the Act or Rule 506 of Regulation D promulgated thereunder, or both, relating to transactions by an issuer not
involving any public offering, and that the Company’s reliance thereon is based in part upon the representations made by
the original Holder in the Subscription Agreement. The Holder acknowledges that he has been informed by the Company of, or is otherwise
familiar with, the nature of the limitations imposed by the Act and the rules and regulations thereunder on the transfer of securities.
In particular, the Holder agrees that no sale, assignment or transfer of this Warrant or the Warrant Shares issuable upon exercise
hereof shall be valid or effective, and the Company shall not be required to give any effect to any such sale, assignment or transfer,
unless (i) the sale, assignment or transfer of this Warrant or such Warrant Shares is registered under the Act, it being understood
that neither this Warrant nor such Warrant Shares are currently registered for sale and that the Company has no obligation or intention
to so register this Warrant or such Warrant Shares except as specifically provided for in that certain Side Letter of even date
herewith by and between the Company, the Holder (the “Side Letter”), or (ii) this Warrant or such Warrant Shares are
sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Act, it being understood
that Rule 144 is not available at the time of the original issuance of this Warrant for the sale of this Warrant or such Warrant
Shares and that there can be no assurance that Rule 144 sales will be available at any subsequent time, or (iii) such sale, assignment,
or transfer is otherwise exempt from registration under the Act in the opinion of counsel reasonably acceptable to the Company.


 


4.The Company shall
at all times reserve and keep available out its authorized and unissued Preferred Stock, solely for the purpose of providing for
the exercise of the rights to purchase all Warrant Shares granted pursuant to the Warrants, such number of shares of Preferred
Stock as shall, from time to time, be sufficient therefor. The Company covenants that all shares of Preferred Stock issuable upon
exercise of this Warrant, upon receipt by the Company of the full Exercise Price therefor, shall be validly issued, fully paid,
nonassessable, and free of preemptive rights.


 


5.(a)In case the
Company shall at any time after the date the Warrants were first issued (i) declare a dividend on the outstanding Preferred
Stock payable in shares of its capital stock, (ii) subdivide the outstanding Preferred Stock, (iii) combine the outstanding
Preferred Stock into a smaller number of shares, or (iv) issue any shares of its capital stock by reclassification of the
Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing
corporation), then, in each case, the Exercise Price, and the number of Warrant Shares issuable upon exercise of this Warrant,
in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification,
shall be proportionately adjusted so that the Holder after such time shall be entitled to receive the aggregate number and kind
of shares which, if such Warrant had been exercised immediately prior to such time, he would have owned upon such exercise and
been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Such adjustment shall be made
successively whenever any event listed above shall occur.






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(b)In case the Company
shall distribute to all holders of Preferred Stock (including any such distribution made to the stockholders of the Company in
connection with a consolidation or merger in which the Company is the continuing corporation) evidences of its indebtedness, cash
(other than any cash dividend which, together with any cash dividends paid within the 12 months prior to the record date for such
distribution, does not exceed 5% of the then applicable Exercise Price at the record date for such distribution) or assets (other
than distributions and dividends payable in shares of Preferred Stock), or rights, options or warrants to subscribe for or purchase
Preferred Stock, or securities convertible into or exchangeable for shares of Preferred Stock (excluding those with respect to
the issuance of which an adjustment of the Exercise Price is provided pursuant to Section 5(b) hereof), then, in each case, the
Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date for the determination
of stockholders entitled to receive such distribution by a fraction, the numerator of which shall be the then applicable Exercise
Price per share of Preferred Stock on such record date, less the fair market value (as determined in good faith by, and reflected
in a formal resolution of, the board of directors of the Company, whose determination shall be conclusive absent manifest error)
of the portion of the evidences of indebtedness or assets so to be distributed, or of such rights, options or warrants or convertible
or exchangeable securities, or the amount of such cash, applicable to one share, and the denominator of which shall be such Exercise
Price per share of Preferred Stock. Such adjustment shall become effective at the close of business on such record date.


 


(c)In any case in which
this Section 5 shall require that an adjustment in the Exercise Price be made effective as of a record date for a specified event,
the Company may elect to defer, until the occurrence of such event, issuing to the Holder, if the Holder exercised this Warrant
after such record date, the shares of Preferred Stock, if any, issuable upon such exercise over and above the shares of Preferred
Stock, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment; provided, however,
that the Company shall deliver to the Holder a due bill or other appropriate instrument evidencing the Holder’s right to
receive such additional shares upon the occurrence of the event requiring such adjustment.


 


(d)No adjustment in the
Exercise Price shall be required if such adjustment is less than $.01; provided, however, that any adjustments which by reason
of this Section 5(c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Section 5 shall be made to the nearest cent or to the nearest one-thousandth of a share, as the case
may be.


 


(e)Upon each adjustment
of the Exercise Price as a result of the calculations made in Section 5(b) hereof, this Warrant shall thereafter evidence
the right to purchase, at the adjusted Exercise Price, that number of shares (calculated to the nearest thousandth) obtained by
multiplying (A) the number of shares purchasable upon exercise of this Warrant prior to such adjustment by (B) a fraction, the
numerator of which is the Exercise Price in effect prior to such adjustment and the denominator of which is the Exercise Price
in effect immediately after such adjustment.


 


(f)Whenever there shall
be an adjustment as provided in this Section 5, the Company shall promptly cause written notice thereof to be sent by registered
mail, postage prepaid, to the Holder, at its address as it shall appear in the Warrant Register, which notice shall be accompanied
by an officer’s certificate setting forth the number of Warrant Shares purchasable upon the exercise of this Warrant and
the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation
thereof, which officer’s certificate shall be conclusive evidence of the correctness of any such adjustment absent manifest
error.


 



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(g)The Company shall
not be required to issue fractions of shares of Preferred Stock or other capital stock of the Company upon the exercise of this
Warrant. If any fraction of a share would be issuable on the exercise of this Warrant (or specified portions thereof), the Company
shall purchase such fraction for an amount in cash equal to the same fraction of the Exercise Price of such share of Preferred
Stock on the date of exercise of this Warrant.


 


6.(a)In case of
any consolidation or combination with or merger of the Company with or into another corporation or entity (other than a merger,
consolidation or combination in which the Company is the surviving or continuing corporation), or in case of any sale, lease or
conveyance to another corporation, entity or person of the property and assets of any nature of the Company as an entirety or substantially
as an entirety, or any compulsory share exchange, pursuant to which share exchange the Preferred Stock is converted into other
securities, cash or other property (collectively an “Extraordinary Event”), then, as a condition of such reorganization,
reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby
the Holder 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 this 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 this Warrant, had such Extraordinary Event not taken place,
and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that
the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable,
as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon
the exercise hereof. The Company shall not effect any such Extraordinary Event unless prior to or simultaneously with the consummation
thereof the successor corporation (if other than the Company) resulting from such Extraordinary Event shall assume the obligation
to deliver to the Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities
or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under
this Warrant. The provisions of this paragraph shall similarly apply to successive Extraordinary Events.


 


(b)In case of any reclassification
or change of the shares of Preferred Stock issuable upon exercise of this Warrant (other than a change in par value or from no
par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into
two or more classes or series of shares), or in case of any consolidation, combination or merger of another corporation or entity
into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including
a change to the right to receive cash or other property) of the shares of Preferred Stock (other than a change in par value, or
from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares
into two or more classes or series of shares), the Holder shall have the right thereafter to receive upon exercise of this Warrant
solely the kind and amount of shares of stock and other securities, property or cash, or any combination thereof receivable upon
such reclassification, change, consolidation, combination or merger by a holder of the number of shares of Preferred Stock for
which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation, combination or
merger. Thereafter, appropriate provision shall be made for adjustments, which shall be as nearly equivalent as practicable to
the adjustments in Section 5.






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(c)The above provisions
of this Section 6 shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive
consolidations, combinations, mergers, sales, leases or conveyances.


 


7.In case at any time
the Company shall propose to:


 


(a)pay any dividend or
make any distribution on shares of Preferred Stock in shares of Preferred Stock or make any other distribution (other than regularly
scheduled cash dividends which are not in a greater amount per share than the most recent such cash dividend) to all holders of
Preferred Stock; or


 


(b)issue any rights,
warrants or other securities to all holders of Preferred Stock entitling them to purchase any additional shares of Preferred Stock
or any other rights, warrants or other securities; or


 


(c)effect any reclassification
or change of outstanding shares of Preferred Stock, or any consolidation, merger, sale, lease or conveyance of property or other
Extraordinary Event; or


 


(d)effect any liquidation,
dissolution or winding-up of the Company; or


 


(e)take any other action
which would cause an adjustment to the Exercise Price;


 


then, and in any one or more of such cases,
the Company shall give written notice thereof, by registered mail, postage prepaid, to the Holder at the Holder’s address
as it shall appear in the Warrant Register, mailed at least 10 days prior to (i) the date as of which the holders of record of
shares of Preferred Stock to be entitled to receive any such dividend, distribution, rights, warrants or other securities are to
be determined, (ii) the date on which any such reclassification, change of outstanding shares of Preferred Stock, consolidation,
merger, sale, lease, conveyance of property, liquidation, dissolution or winding-up is expected to become effective, and the date
as of which it is expected that holders of record of shares of Preferred Stock shall be entitled to exchange their shares for securities
or other property, if any, deliverable upon such reclassification, change of outstanding shares, consolidation, merger, sale, lease,
conveyance of property, liquidation, dissolution, or winding-up, or (iii) the date of such action which would require an adjustment
to the Exercise Price.


 


If the Company gives any
written notice to the holders of Preferred Stock pursuant to the Articles of Incorporation of the Company, including without limitation,
the certificate of designation creating the Preferred Stock and establishing the rights, preferences or other terms thereof, the
Company shall concurrently furnish such notice to the holders of the Company Warrants, including the Holder of this Warrant.






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8.The issuance of any
shares or other securities upon the exercise of this Warrant, and the delivery of certificates or other instruments representing
such shares or other securities, shall be made without charge to the Holder for any tax or other charge in respect of such issuance.
The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue
and delivery of any certificate in a name other than that of the Holder and the Company shall not be required to issue or deliver
any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount
of such tax or shall have established to the satisfaction of the Company that such tax has been paid.


 


9.Unless registered
under the Act, the Warrant Shares issued upon exercise of this Warrant shall be subject to a stop transfer order and the certificate
or certificates evidencing such Warrant Shares shall bear the following legend:


 


“THE SHARES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY
SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.”


 


10.Upon receipt of
evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant (and upon surrender of any Warrant
if mutilated), the Company shall execute and deliver to the Holder thereof a new Warrant of like date, tenor and denomination.


 


11.The holder of this
Warrant shall not have solely on account of such status, any rights of a stockholder of the Company, either at law or in equity,
or to any notice of meetings of stockholders or of any other proceedings of the Company, except as provided in this Warrant.


 


12.This Warrant has
been negotiated and consummated in the State of New York and shall be governed by, and construed in accordance with the laws of
the State of New York applicable to contracts made and performed within such State, without regard to principles governing conflicts
of law. The Company and, by accepting this Warrant, the Holder, each irrevocably submits to the exclusive jurisdiction of the courts
of the State of New York located in New York County and the United States District Court for the Southern District of New York
for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated
hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in
the world by the same methods as are specified for the giving of notices under the Subscription Agreements. The Company and, by
accepting this Warrant, the Holder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or
proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Holder, each irrevocably waives
any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim
that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  EACH OF THE COMPANY
AND, BY ITS ACCEPTANCE HEREOF, THE HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO
THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 


 


 


Dated: April 21, 2011


 


AXION INTERNATIONAL HOLDINGS,
INC.


 


 


 


		By:	__________________________________________
	 	 	Name:
	 	 	Title:









 






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AXION INTERNATIONAL HOLDINGS, INC.


 


FORM OF ASSIGNMENT


 


(To be executed by the registered holder
if such holder 


desires to transfer the attached Warrant.)


 


 


 


To:Axion International Holdings, Inc.


          180
South Street, Suite 104


          New
Providence, New Jersey 07974 


          


          Attention: Secretary


 


 


FOR VALUE RECEIVED, __________________________
hereby sells, assigns, and transfers unto _______________ that certain Warrant (Number PAW-______) to purchase __________ shares
of 10% Convertible Preferred Stock, no par value per share, of Axion International Holdings, Inc. (the “Company”),
together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint ________________________
attorney to transfer such Warrant on the books of the Company, with full power of substitution.


 


Dated: _________


 


Signature: _______________________________________


 


 


 


Notice:


 


The signature on the foregoing
Assignment must correspond to the name as written upon the face of this Warrant in every particular, without alteration or enlargement
or any change whatsoever.






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Axion
International Holdings, Inc.


 


EXERCISE FORM


 


(To be completed and signed only upon exercise
of the Warrants)


 


 


To:Axion International Holdings, Inc.


180 South Street, Suite 104


New Providence, New Jersey 07974


 


Attention: Chief Executive
Officer


 


The undersigned hereby
exercises his or its rights to purchase ______________ Warrant Shares covered by the within Warrant and tenders payment herewith
in the amount of $_________ by [tendering cash or delivering a certified check or bank cashier’s check, payable to the order
of the Company] [surrendering ______ shares of Preferred Stock received upon exercise of the within Warrant, which shares have
a Current Market Price equal to such payment] in accordance with the terms thereof, and requests that certificates for such securities
be issued in the name of, and delivered to:


 





 


			__________________________________________
	 	 	__________________________________________
	 	 	__________________________________________
	 	 	(Print Name, Address and
Social Security or Tax Identification Number)
	 	 	









 








 


and, if such number of Warrant Shares shall
not be all the Warrant Shares covered by the within Warrant, that a new Warrant for the balance of the Warrant Shares covered by
the within Warrant be registered in the name of, and delivered to, the undersigned at the address stated below.


 


The undersigned hereby
exercises his or its rights to convert the Warrant Shares issuable to the undersigned pursuant to the foregoing paragraph into
shares of Common Stock currently with the foregoing exercise of the within Warrant.


 


YES £                                                                    NO
£


 














 


	Dated: ____________, ________	Name:	__________________________________________
	 	 	                                     (Please Print)
	 	 	 
	 	Address:	__________________________________________
	 	 	__________________________________________
	 	 	__________________________________________
	 	 	 
	 	 	__________________________________________
	 	 	                                       (Signature)













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