EMPLOYMENT AGREEMENT


 


The Employee Employment Agreement is entered into
this 19th day of December, 2011 and effective as of date, between Axion Power International, Inc., a Delaware
corporation, having a place of business at 3601 Clover Lane, New Castle, Pennsylvania 16105 (the "Company") and Vani
Kumar Dantam, of 13044 West Elster Way, Fishers, IN 46037 (the "Employee").


 


		A.	The Company is engaged in research, development, manufacturing and sales relating to a novel technology
for a supercapacitor/battery hybrid that replaces the lead-based negative electrode in a lead-acid battery with a highly permeable
nanoporous carbon electrode; and in research, development, manufacturing and sales relating to both conventional and advanced lead
acid batteries including new grid technologies for the positive and potentially the negative late and carbon additives to the standard
lead acid battery; and is exploring various other integration technologies for stationary and motive applications.



 


		B.	The Company owns all of the proprietary interests in the Company's good will and its Confidential
Information (as hereinafter defined), all of which information is not publicly available and is considered by the Company to be
confidential trade secrets. The Company imparts to its Employees, and said Employees require during the course of their employment,
access to Confidential Information.



 


		C.	Employee during the course of Employee's employment with the Company: (i) will obtain material
knowledge and information regarding the Company's Customers, including without limitation Customers' specialized requirements,
preferences and financial condition, all of which are materially important in the Company's business relationship with such Customers;
(ii) may perform duties for the Company, which duties themselves are of a highly confidential nature; (iii) is encouraged by the
Company to develop personal relationships with the Company's suppliers, Customers and prospective Customers; (iv) generally has
access to Confidential Information; and (v) has developed and will develop expertise in the field of lead-acid batteries, Axion's
PbC Technology, battery testing, carbon sheeting, and other technologies currently under development by Axion.



 


		D.	The Company is vulnerable to unfair post-employment competition by Employee, since Employee has
access to Confidential Information and has personal relationships with the Company's suppliers, Customers and prospective Customers.



 


		E.	Employee acknowledges the vulnerability of the Company to post-employment competition by Employee
and is willing to enter into this Agreement with the Company, pursuant to which Employee agrees not to disclose any of the Company's
Confidential Information and not to compete against the Company following termination of employment for the time periods and to
the limited extent set forth in this Agreement.



 


		F.	The Company desires to employ Employee as its Sr. Vice President, Business Development Sales
and Marketing and Employee desires to accept such employment, pursuant to the terms set forth in this Agreement.



 






    	 



    	 



    

 


NOW, THEREFORE, in consideration of the promises
and of the mutual covenants and agreements herein contained, the parties hereto agree as follows:


 


		1)	Employee Representations
and Warranties. The Employee represents and warrants to the Company that he is free to accept employment hereunder and that
he has no prior or other obligations or commitments of any kind to anyone that would in any way hinder or interfere with his acceptance
of the full, uninhibited and faithful performance of this Agreement, or the exercise of his best efforts as an Employee officer
of the Company.



 


		2)	Employment and Duties.
The Company shall employ the Employee as its Vice President – Business Development, Sales and Marketing, and he will
report directly to Thomas Granville, Chief Executive Officer.



 


		3)	Conduct of Employee. During the entire Term of
this Agreement, the Employee shall devote his full business time, effort, skill and attention to the affairs of the Company and
its subsidiaries, will use his best efforts to promote the interests of the Company, and will discharge his responsibilities in
a diligent and faithful manner, consistent with sound business practices. In furtherance of the foregoing:



 


		a)	The Employee understands and agrees that he owes the Company a fiduciary duty, without limiting
any other obligations or requirements that are imposed on the Employee by this Employment Agreement or by law. As such, the Employee
shall occupy a position of and commit to the highest degree of trust, loyalty, honesty and good faith in all of his dealings with
and on behalf of the Company.



 


		b)	The Employee represents that his employment by the Company will not conflict with any obligations which he has to any other
person, firm or entity. The Employee specifically represents that he has not brought to the Company (during the period before the
signing of this Agreement) and he will not bring to the Company any materials or documents of a former or present employer, or
any confidential information or property of any other person, firm or entity.



 


		c)	The Company does not offer, pay, or receive payments in exchange for the referral of a customer.
The Employee shall not receive any remuneration from any outside person or entity related to the services performed by the Employee
for the Company or the products purchased or sold by the Company.



 


		d)	The Employee shall comply with all applicable laws, including Federal, State and Municipal purchasing
requirements. The Employee understands that failure to do so exposes the Company, its officers, directors, mployees and agents
to possible sanctions, monetary penalties, criminal prosecution and other disciplinary actions. The Employee shall seek appropriate
guidance from the Company when the application of a law is unclear.



 


		4)	Conditions of Employment.



 


		a)	Term of Employment. Unless terminated earlier in accordance with the provisions of this
Agreement, the Company will employ the Employee for a period commencing on January 1, 2012 and terminating on December 31, 2014
(the "Term").



 


		b)	Place of Employment. The Employee shall occupy offices at
the Company's facility in New Castle, PA. The Employee shall not be required to relocate to any other business location maintained
by the Company although the Employee expressly agrees that regular travel shall be necessary as part of his duties.



 


		c)	Ownership of Company Records and Reports. The Employee shall not, except in the performance
of his duties hereunder, at any time or in any manner make or cause to be made any copies, pictures, duplicates, facsimiles, or
other reproductions or recordings or any abstracts or summaries of any reports, studies, memoranda, correspondence, manuals, records,
plans or other written or otherwise recorded materials of any kind whatever belonging to or in the possession of the Company, or
of any subsidiary or affiliate of the Company, including but not limited to materials describing or in any way relating to the
Company's business activities including, but not limited to, its proprietary techniques and technologies, its operational and financial
matters, its business and financial and development plans, its personnel training and development programs and its industry relationships.
The Employee shall have no right, title or interest in any such material, and the Employee agrees that, except in the performance
of his duties hereunder, he will not, without the prior written consent of the Company remove any such material from any premises
of the Company, or any subsidiary or affiliate of the Company, and immediately upon the termination of his employment for any reason
whatsoever Employee shall return to the Company all such material in his possession.



 


		d)	It is expressly agreed and understood that the Employee shall execute and be bound by the terms
and conditions of the Employee Agreement which is attached hereto and made a part hereof as Exhibit A



 






    	 



    	 



    

 


		5)	Compensation.



 


		a)	The Company shall compensate the Employee for all
services to be rendered by him during the Term as follows:



 


		b)	The Employee shall receive an annualized salary of
$225,000 paid on a regular basis according to company payroll practice, which at the time of signing is bi-weekly (subject to
change), for services rendered during the period commencing on January 1, 2012 and terminating on December 31, 2014. The Employee's
salary shall be reviewed on an annual basis The amount of such Salary shall be subject to renegotiation based on the basis of
the performance of the Employee and the performance of the Company. The Employee will also be eligible for bonus awards, based
on plans, programs and/or milestones established by the CEO and advice and consent from the Compnesation Committee of the Board
of Directors.



 


		c)	The Employee shall participate in any Employee compensation
plans adopted by the shareholders of the Company; provided, however, that the discretionary authority to determine the level of
the Employee's participation therein and the terms and conditions of such participation shall remain vested in the CEO and the
Compensation Committee of the Board of Directors and the Compensation Committee shall have the authority to adjust such participation
upward or downward from time to time in its sole discretion.



 


		d)	During the Term of this Agreement, the Company will
reimburse the Employee for all reasonable business expenses incurred by him on behalf of the Company in the performance of his
duties hereunder upon presentation of vouchers, receipts or other evidence of such expenses in accordance with the policies of
the Company.



 


		e)	Notwithstanding any other provision of this Agreement,
it is agreed that the Employee shall be entitled to receive such incentive bonuses, stock options and other benefits as the Compensation
Committee of the Board of Directors may grant from time to time, and any income tax liabilities arising there from shall be due
and payable at the Employee's sole expense, and the Employee acknowledges that the Company may make appropriate withholding from
salary for such grants.



 






    	 



    	 



    

 


		6)	Stock Purchase Option.



 


		a)	The Company acknowledges that the Employee has agreed
to devote substantially all of his business time and effort to the Company during the entire Extended Term of this Agreement.
In recognition of the opportunity costs associated with such actions the Employee is hereby granted an option to purchase 150,000
shares of the Company's common stock at an exercise price of $1.50 per share. 15,020 options shall vest upon execution of this
contract and, starting the end of the third month, 3,970 options will vest monthly through the remaining 34 months of this contract.
If the Employee's employment is terminated by the Company without cause (as defined in Section 7) or terminated by the
Employee for good reason (as defined in Section 7), all unvested options shall immediately vest and become exercisable.
In all other cases, all unvested options shall immediately terminate.



 


		b)	Furthermore, all unvested options shall vest in the
Employee immediately prior to the consummation of (i) any merger, consolidation or similar business combination transaction where
the Company is not the surviving entity, (ii) any sale of all or substantially all of the Company's assets where the proceeds
are intended for distribution to the stockholders, (iii) any change in control whereby one group, or a number of groups acting
in concert, obtains more than 50% of the Company's outstanding, or outstanding and issuable equity instruments. Notwithstanding
the generality of the foregoing, rights represented by vested options shall not be affected by the termination of the Employee's
employment because of the disability or death of the Employee. From and after the vesting dates, the vested options may be exercised
at any time or from time to time, in whole or in part, for a period of five (5) years. The Option Agreement attached hereto as
"Exhibit B" shall be executed concurrently with this Agreement.



 


		c)	Employee specifically acknowledges that all options
in paragraphs 6 are fully restricted from resale under federal and state securities laws and regulations. Such restrictions from
resale remain even after the vesting of such options, and all such options (including shares received upon option exercise) shall
bear appropriate legends prohibiting resale, which shall not be removed upon vesting. The Company shall have no obligation to
register such shares and options, which will remain unregistered in perpetuity, and the Company has no obligation to assist employee
in finding exemptions from registration. Notwithstanding the foregoing, Employee is fully responsible for all income tax liability,
if any, arising from such options and the sale of stock, and the Company has no obligation to reimburse Employee or assist in
any other arrangements regarding such liability.



 


		7)	Termination of Employment.



 


		a)	This Agreement and the compensation payable to Employee hereunder shall terminate and cease to
accrue forthwith upon Employee's death.



 


		b)	If the Employee's employment is terminated (i) other than for cause (as defined below)
by the Company, or (ii) by the Employee for good reason (as defined below), the Company shall pay to Employee an aggregate
severance amount equal to fifty (50%) of the Employee's annual base salary in effect as of the date of such termination (i.e.,
six (6) months' base salary and such amount being referred to as the "Severance Amount"). The Severance Amount
may be paid in a single lump sum amount, provided that payment of the Severance Amount shall be contingent upon the Employee signing
the release and waiver agreement.



 


For the purposes of this Agreement, "cause"
for termination by the Company shall mean (1) a material breach of this Agreement by Employee; (ii) a breach of Employee's duty
of loyalty to the Company or any act of dishonesty with respect to the Company or its stockholders, customers or suppliers; (iii)
Employee's continued failure or refusal to perform, in any material respect, any duty or responsibility to the Company which is
normally attached to Employee's position(after notice and a 10-day cure period), provided, however, any subsequent failure or refusal
to perform such duty or responsibility shall entitle the Company to terminate employment for Just Cause without notice or an opportunity
to cure; (iv) Employee's gross negligence or willful misconduct in performing those duties which are normally attached to Employee's
position; (v) the commission by Employee of an act of fraud, conversion, misappropriation (including the unauthorized use or disclosure
of confidential or proprietary information of the Company) or embezzlement or crime of moral turpitude; (vi) a conviction of or
guilty plea or confession by Employee to any fraud, conversion, misappropriation, embezzlement or felony; (vii) the exposure of
the Company to any criminal liability or loss of business opportunity or reduction in revenues or increase in losses substantially
caused by the conduct of Employee which results in a material adverse effect upon the Company's business, operations, financial
condition or results of operations or the exposure of the Company to any bona fide claims which may result in civil liability caused
by Employee's unlawful harassment in employment; or (viii) the repeated taking of any action prohibited (a) by the Board or any
of the Employee Officers, provided that Employee has received at least one written notice of having taken an action so prohibited,
or (b) by this Agreement. For purposes of this Agreement, "Employee's duty of loyalty to the Company" shall include Employee's
fiduciary obligation to place the interests of the Company ahead of Employee's personal interests and thereby not knowingly profit
personally at the expense of the Company, and shall also include specifically the affirmative obligation to disclose promptly to
the Board any known conflicts of interest Employee may have with respect to the Company, and the negative obligations not to usurp
corporate opportunities of the Company, not to engage in. any "conflict-of-interest" transactions with the Company (without
the approval of the Board), and not to compete directly with the Company (without the approval of the Board).


 






    	 



    	 



    

 


		c)	At the end of the initial term of this Agreement,
the Employee's employment may be terminated by either party for any reason, or for no reason, upon written notice given not less
than ninety (90) days prior to the termination date.



 


		8)	Specific Performance.



 


If any portion of this Agreement
is found by a court of competent jurisdiction to be too broad to permit enforcement of such restriction to its full extent, then
such restriction shall be enforced to the maximum extent permitted by law, and the Employee hereby consents and agrees that such
scope may be judicially modified accordingly in any proceeding brought to enforce such restriction. All provisions of this Agreement
are severable, and the unenforceability or invalidity of any single provision hereof shall not affect any remaining provision.
The Employee acknowledges and agrees that the Company's remedy at law for any breach of any of his obligations hereunder would
be inadequate, and agrees and consents that temporary and permanent injunctive relief may be granted in any proceeding that may
be brought to enforce any provision of this Agreement without the necessity of proof of actual damage and without any bon or other
security being required. Such remedies shall not be exclusive and shall be in addition to any other remedy which the Company may
have.


 


		9)	Miscellaneous:



 


		a)	The failure of a party to insist on any occasion upon
strict adherence to any Term of this Agreement shall not be considered to be a waiver or deprive that party of the right thereafter
to insist upon strict adherence to that Term or any other Term of this Agreement. Any waiver must be in writing.



 


		b)	All notices and other communications under this Agreement shall be in writing and shall be delivered
personally or mailed by registered mail, return receipt requested, and shall be deemed given when so delivered or mailed, to a
party at such address as a party may, from time to time, designate in writing to the other party.



 


		c)	Notwithstanding the termination of the Employee's
employment hereunder, the provisions of Paragraphs 6, 7, 8 and 9 shall survive such termination.



 


		d)	This Agreement shall be assigned to and inure to the
benefit of and be binding upon, any successor to substantially all of the assets and business of the Company as a going concern,
whether by merger, consolidation, liquidation or sale of substantially all of the assets of the Company or otherwise.



 


		e)	This Agreement constitutes the entire Agreement between
the parties regarding the above matters, and each party acknowledges that there are no other written or verbal Agreements or understandings
relating to such subject matter between the Employee and the Company or between the Employee and any other individuals or entities
other than those set forth herein. No amendment to this Agreement shall be effective unless it is in writing and signed by both
the parties hereto.



 


		f)	This agreement shall remain confidential between the
parties and not disclosed to anyone unless agreed to by both parties or otherwise required by law.



 


		g)	Paragraph 6 of this Agreement shall be construed in
accordance with the General Corporation Law of Delaware. All other provisions of this Agreement shall be construed according to
the laws of the State of Pennsylvania pertaining to Agreements formed and to be formed wholly within the State of Pennsylvania.
The Employee represents and warrants that he has reviewed this Agreement in detail with his legal and other advisors, as lie considers
appropriate, and that he fully understands the consequences to him of its provisions. The Employee is relying on his own judgment
and the judgment of his advisors with respect to this Agreement.



 






    	 



    	 



    

 


		h)	In the event a dispute arises out of, in connection
with, or with respect to this Agreement, or any breach thereof, such dispute shall, on the written request of one party delivered
tothe other party, be submitted to and settled by binding arbitration before a single arbitrator conducted in New Castle, Pennsylvania,
United States in accordance with the Laws of the State of Pennsylvania. The award of such arbitrator shall be final and may be
entered by any party hereto in any court of competent jurisdiction. The party against whom the arbitrator's award is rendered
shall pay all costs and expenses of such arbitration, unless the arbitrator shall specifically allocate costs in a different manner
because the award is not entirely in favor of either party.



 


		i)	This Agreement may be executed in any number of counterparts,
which will each be deemed to be an original for all purposes hereof.



 


IN WITNESS WHEREOF, the parties have signed this Agreement
intending to be bound thereby.


 





	/s/ Thomas G. Granville	1/6/12
	Thomas G. Granville, Chief Executive Officer	Date Signed
	 	 
	/s/ Vani Kumar Dantam	12/26/2011
	Employee Signature	Date Signed
	 	 
	VANI KUMAR DANTAM	 
	Employee Printed Name	 


  






    	 



    	 



    

 


EXHIBIT A


Employee Agreement


 


AXION POWER INTERNATIONAL, INC.



 


EMPLOYEE AGREEMENT


 


 





	Dantam	Vani	K 
	 	 	 
	EMPLOYEES LAST NAME	FIRST NAME	INITIAL





 


 


		1)	AXION means Axion Power International, Inc., and
any existing or future subsidiaries, owned or controlled, directly or indirectly by Axion.



 


		2)	CONFIDENTIAL INFORMATION means information, not
generally known, and proprietary to Axion, including trade secret information, about Axion’s processes and products, including
information relating to research, development, manufacture, purchasing, accounting, engineering, marketing, merchandising, selling,
leasing, servicing, finance and business systems and techniques. All information disclosed to me, or to which I have reasonable
basis to believe to be a Confidential Information, or which is treated by Axion as being Confidential Information, shall be presumed
to be Confidential Information.



 


		3)	INVENTIONS means discoveries, improvements and
ideas (whether or not shown or described in writing or reduced to practice) and works of authorship, whether or not patentable
or copyrightable, (1) which relate directly to the business of Axion, or (2) which relate to Axionis actual or demonstrably anticipated
research or development, or (3) which result from any work performed by me for Axion, or (4) for which equipment, supplies, facility
or trade secret information of Axion is used, or (5) which is developed on any Axion time.



 


		4)	CONFLICTING PRODUCT means any product, process,
system or service of any person or organization other than Axion, in existence or under development, which is the same as or similar
to or competes with, or has a usage allied to, a product, process, system or service upon which I work (in either a sales
or a non-sales capacity) during the last three years of my employment by Axion, or about which I kcquiro Confidential Information



 


		5)	CONFLICTING ORGANIZATION means any person or organization
which is engaged in or about to become engaged in, research on or development, production, marketing, leasing, selling or servicing
of a Conflicting Product,



 


I AM EMPLOYED OR DESIRE TO BE EMPLOYED BY
AXION IN A CAPACITY IN WHICH I MAY RECEIVE OR CONTRIBUTE TO CONFIDENTIAL INFORMATION. IN CONSIDERATION OF SUCH EMPLOYMENT OR CONTINUED
EMPLOYMENT, AND THE WAGES OR SALARY AND OTHER EMPLOYEE BENEFITS IN COMPENSATION FOR MY SERVICES, AND IN CONSIDERATION OF BEING
GIVEN ACCESS TO CONFIDENTIAL INFORMATION; I AGREE THAT:


 


		1)	With respect to Inventions made, authorized or conceived
by me, either solely or jointly with others, (1) during my employment, whether or not during normal working hours or whether or
not at Axion's premises; or (2) within one year after termination of my employment, I will:



 


		a)	Keep accurate, complete and timely records of such Inventions, which records shall be Axion property
and be retained on Axion's premises.



 


		b)	Promptly and fully disclose and describe such Inventions in writing to Axion.



 


		c)	Assign (and I do hereby assign) to Axion all of my rights to such Inventions and to applications
for letters patent and/or copyright in all countries and to letters patent and/or copyrights granted upon such Inventions in all
countries,



 






    	 



    	 



    

 


		d)	Acknowledge and deliver promptly to Axion (without charge to Axion but at the expense of Axion)
such written instruments and to do such other acts as may be necessary in the opinion of Axion to preserve property rights against
forfeiture, abandonment or loss and to obtain and maintain letters patent and/or copyrights and to vest the entire right and title
thereto in Axion.



 


		e)	At the request of Axion and at its cost, the Employee shall assist Axion, or any person or persons
from time to time designated by it, to obtain the copyright, trademark and/or grant of patents in the United States and/or in such
other country or countries as may be designated by Axion, covering such improvements, discoveries, ideas and inventions and shall
in connection therewith and in connection with the defense of any patents execute such applications, statements or other documents,
furnish such information and data and take all such other action (including, but not limited to, the giving of testimony) as Axion
may from time to time reasonable request.



 


NOTICE; This is to notify you that paragraph
A of this Axion "Employee Agreement" you are being asked to sign as a condition of your employment does not apply to
an Invention for which no equipment, supplies, facility or trade secret information of Axion was used and which was developed entirely
on your own time, and (1) which does not relate (a) directly to the business of Axion or (b) to Axion's actual or demonstrably
anticipated research or development, or (2) which does not result from any work performed by you for Axion.


 


		2)	EXCEPT as required in my duties to Axion, I will
never, either during my employment by Axion or thereafter, use or disclose any Confidential Information as defined in paragraph
2 hereinabove.



 


		3)	UPON termination of my employment with Axion,
all records and any compositions, articles, devices, and other items which disclose or embody Confidential Information including
all copies or specimens thereof in my possession, whether prepared or made by me or others, will be left with Axion.



 


		4)	EXCEPT as listed at the end of this Agreement,
I will not assert any rights under any Inventions as having been made, conceived, authored or acquired by me prior to my being
employed by Axion.



 


		5)	FOR a period of two years after termination of
my employment with Axion:



 


		a)	I will inform any new employer, prior to accepting
employment of the existence of this Employee agreement and provide such employer with a copy thereof.



 


		b)	If I have been or am employed by Axion in a sales
capacity, I will not render services in the United States, directly or indirectly, to any Conflicting Organization in connection
with the development, manufacture, marketing, sale, merchandising, leasing, servicing or promotion of any Conflicting Product
to any person or organization upon whom I called, or whose account I supervised on behalf of Axion, at any time during the last
three years of my employment by Axion.



 


		c)	If I have been or am employed by Axion in a non-sales
capacity, I will not render, to any Conflicting Organization, services, directly or indirectly, in the United States or in any
country in which Axion has a plant for manufacturing a product upon which I work during my employment by Axion or in which Axion
provides a service in which I participate during my employment by Axion, except that I may accept employment with a large Conflicting
Organization whose business is diversified (and which has separate and distinct divisions),and which as to part of its business
is not a Conflicting Organization, provided Axion, prior to my accepting such employment, shall receive separate written assurances
satisfactory to Axion from such Conflicting Organization and from me, that I will not render services directly or indirectly in
connection with any Conflicting Product.



 


		d)	If I am unable to obtain employment consistent with
my abilities and education, within one month after termination of my employment with Axion, solely because of provisions of this
paragraph E, such provisions shall thereafter continue to bind me only as long as Axion shall make payments to me equal to my
monthly base pay at termination (exclusive of extra compensation, bonus or Employee benefits) for each month of such unemployment
commencing with the second month after termination of my employment with Axion.



 


		(1)	I agree that I will, during each month of such unemployment,
make conscientious and aggressive efforts to find employment; and I will, within ten days after the end of each calendar month,
give Axion a detailed written account of my efforts to obtain employment. Such account will include a statement by me that although
I aggressively sought employment, I was unable to obtain it solely because of the provisions of this paragraph E.



 






    	 



    	 



    

 


		(2)	It is understood that Axion shall, at its option, be
relieved of making a monthly payment to me for any month during which I failed to seek employment conscientiously and aggressively,
and to account to Axion, as provided for above.



 


		(3)	Axion is obligated to make such payments to me, upon
my fulfillment of the conditions set forth above, for 23 consecutive months unless Axion gives me written permission to accept
available employment, or gives me a written release from the obligations of paragraph E.



 


		(4)	Axion's obligation to make such monthly payments shall
terminate upon my death or upon my obtaining employment. I agree that I will give prompt written notice of such employment to
Axion.



 


		(5)	Axion shall not be liable, under this Agreement, or
in any action relating thereto, for any amount greater than the equivalent of 23 such monthly payments, less amounts paid to me
by Axion pursuant to this Agreement; Axton not being obliged to make a payment to me for the first month of such unemployment.



 


		e)	If, after termination of my employment with Axion,
I obtain other employment but because of the provisions of paragraph E, my position is such that my gross monthly income will
be less than that which I last received from Axion as monthly base pay at termination, then Axion's obligations to make payments
to me for the period specified in paragraph E. d. will be limited to the difference between my monthly base pay at Axion, at termination,
and the gross monthly income I will receive in my subsequent employment.



 


		f)	ALL MY obligations under paragraphs A through D of
this Agreement shall be binding upon my heirs, spouses, assigns and legal representatives.



 


		g)	IF ANY provision of this Agreement shall contravene
any statute of a particular state which I perform services for Axion, then this Agreement shall be construed as if such provision
is not contained herein insofar as enforcement of this Agreement against me in such particular state is concerned.



 


		h)	THIS AGREEMENT replaces any existing Agreement entered
into by me and Axion relating generally to the same subject matter; but such replacement shall not affect rights and obligations
of either party arising out of any such prior Agreement which shall then continue to be in effect for that purpose.



 


 


IN WITNESS WHEREOF, the parties have signed this Agreement
intending to be bound thereby.


 





	/s/ Thomas G. Granville	1/6/12
	Trout Group	Date Signed
	 	 
	/s/ Vani Kumar Dantam	12/26/2011
	Employee Signature	Date Signed
	 	 
	VANI KUMAR DANTAM	 
	Employee Printed Name	 




 






    	 



    	 



    

 


EXHIBIT
"B"


 


NONQUALIFIED
STOCK PURCHASE OPTION AGREEMENT RECITALS


 


WHEREAS,
the Company and the Optionee have entered into an employment agreement that . requires the Company to grant the Optionee an option
to purchase shares of the Company's common stock at a price of $ 1.50 per share as partial consideration for the services to be
rendered under the agreement; and


 


WHEREAS,
the Board of Directors (the "Board") has determined that it would be in the best interests of the Company and its stockholders
to grant the option provided for herein (the "Option") as an inducement to serve as an employee of the Company and to
provide Optionee with a proprietary interest in the future of the Company;


 


NOW
THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:


 


		I)	Grant of the Option. The Company hereby grants to Optionee
the right and option to purchase, on the terms and conditions hereinafter set forth, all or any part of an aggregate of 150,000
shares (the "Stock") of the presently authorized but unissued common stock, par value $.0001 per share, of the Company
(the "Common Stock"). The purchase price of the Stock subject to this Option shall be $1.50 per share.



 


		2)	Vesting of the Option. As long as the Optionee remains
an employee of the Company, the options granted hereby shall vest based on the following schedule:



 


15,020
options shall vest upon execution of this Agreement.


 


3,970
options shall vest on the last day of each month commencing March 1, 2012 through and including December 31, 2014.


 


If
the Optionee's employment is terminated by the Company without good reason or terminated by the Optionee for good reason, all
unvested options shall immediately vest and become exercisable. In all other cases, all unvested options shall immediately terminate.
From and after the vesting dates, the vested options may be exercised at any time or from time to time, in whole or in part, for
a period of five (5) years. Notwithstanding the generality of the foregoing, rights represented by vested options shall not be
affected by the termination of the Optionee's employment because of the disability or death of the Optionee.


 


		3)	Exercise of Option.



 


		(a)	Vested Options may only be exercised by the Optionee
who shall have the right to exercise such Option in whole or in part, at any time or from time to time during the period commencing
on a vesting date and terminating on the third anniversary of such vesting date. The Option is not transferable or assignable
by the Optionee other than by will, as a result of the laws of descent and distribution or pursuant to a Qualified Domestic Relations
Order, If the Option is transferred by will, as a result of the laws of descent and distribution or pursuant to a Qualified Domestic
Relations Order, the transferee shall have all of the rights, powers and privileges that the Optionee would have had in the absence
of such a transfer.



 


		b)	This Option may be exercised by written notice of intent to exercise the Option delivered to the Company at its principal office
no fewer than five days in advance of the effective date of the proposed exercise. Such notice shall be accompanied by this Agreement,
shall specify the number of shares of Common Stock with respect to which the Option is being exercised and shall specify the proposed
effective date of such exercise. Such notice shall also be accompanied by payment in full to the Company at its principal office
of the option price for the number of shares of the Common Stock with respect to which the Option is then being exercised. The
payment of the option price shall be made in cash or by certified check, bank draft, or postal or express money order payable to
the order of the Company or, with the consent of the Board, in whole or in part in Common Stock which is owned by the Optionee
and valued at its Fair Market Value on the date of exercise. Any payment in shares of Common Stock shall be effected by delivery
of such shares to the Secretary of the Company, duly endorsed in blank or accompanied by stock powers duly executed in blank, together
with any other documents or evidence as the Secretary of the Company shall require from time to time.



 


		c)	Upon the Company's determination that the Option has been validly exercised as to any of the Stock, the Secretary of the Company
shall issue a certificate or certificates in the Optionee's name for the number of shares set forth in his written notice. However,
the Company shall not be liable to the Optionee for damages relating to any delays in issuing the certificate(s) to him, any loss
of the certificate(s), or any mistakes or errors in the issuance of the certificate(s) or in the certificate(s) themselves.



 






    	 



    	 



    

 


		4)	Term of Employment. This Option shall not grant
to Optionee any right to continue serving as an employee of the Company.



 


		5)	Notices; Deliveries. Any notice or delivery required
to be given under the terms of this Option Agreement shall be addressed to the Company in care of its Secretary at its principal
office, 3601 Clover Lane, New Castle, Pennsylvania, 16105, and any notice or delivery to be given to Optionee shall be addressed
to him at such address as the Optionee may hereafter designate in writing. Any such notice or delivery shall be effective as of
the date of receipt.



 


		6)	Disputes. As a condition of the granting of the
Option hereby, the Optionee and his heirs and successors agree that any dispute or disagreement which may arise hereunder shall
be determined by the Board in its sole discretion and judgment, and that any such determination and any interpretation by the
Board of the terms of this Option shall be final and shall be binding and conclusive, for all purposes, upon the Company, Optionee,
his heirs and personal representatives.



 


		7)	Legend on Certificates. The certificate(s) representing
the shares of Stock purchased by exercise of this Option will be stamped or otherwise imprinted with a legend in such form as
the Company or its counsel may require with respect to any applicable restrictions on the sale or transfer of such shares and
the stock transfer records of the Company will reflect stop-transfer instructions with respect to such shares. The Company is
under no obligation to remove this legend for any reason whatsoever.



 


		8)	Miscellaneous.



 


		a)	All decisions of the Board upon any questions arising
under the Plan or under this Option Agreement shall be conclusive.



 






    	 



    	 



    

 


 


		b)	Nothing herein contained shall affect Optionee's right
to participate in and receive benefits from and in accordance with the then current provisions of any pension, insurance or other
employee welfare plan or program of the Company.



 


		c)	Optionee agrees to make appropriate arrangements with
the Company for satisfaction of any applicable federal, state or local income tax, withholding requirements or like requirements,
including the payment to the Company at the time of exercise of the Option of all such taxes and requirements.



 


		d)	Whenever the term "Optionee" is used herein
under circumstances applicable to any other person or persons to whom this Option, in accordance with the provisions hereof, may
be transferred, the word "Optionee" shall be deemed to include such person or persons.



 


		e)	Notwithstanding any of the other provisions hereof,
Optionee agrees that he will not exercise this Option and that the Company will not be obligated to issue any of the Stock pursuant
to this Option Agreement, if the exercise of the Option or the issuance of such shares of Common Stock would constitute a violation
by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or national securities
exchange. Upon the acquisition of any Stock pursuant to the exercise of the Option herein granted, Optionee will enter into such
written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities
laws or with this Agreement.



 


		f)	This Agreement shall be binding upon and inure to
the benefit of any successor or successors of the Company. The interpretation, performance and enforcement of this Option Agreement
shall be governed by the laws of the State of Delaware.



 


The
parties have fully read and understand this STOCK PURCHASE OPTION AGREEMENT in its entirety and have signed it on the dates indicated
in the spaces provided below.


 


 


IN WITNESS WHEREOF, the parties have signed this Agreement
intending to be bound thereby.


 





	/s/ Thomas G. Granville	1/6/12
	Thomas G. Granville, Chief Executive Officer	Date Signed
	 	 
	/s/ Vani Kumar Dantam	12/26/2011
	Employee Signature	Date Signed
	 	 
	VANI KUMAR DANTAM	 
	Employee Printed Name