AXION INTERNATIONAL HOLDINGS, INC. Warrant To Purchase Common StockWarrant Agreement • August 27th, 2012 • Axion International Holdings, Inc. • Plastics foam products • Delaware
Axion International Holdings, Inc., a Colorado corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _________________________________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof, but not after 11:59 p.m., Delaware time, on the Expiration Date (as defined below), ______________ (_____________)1 fully paid, validly issued and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, no par value (the “Common Stock”). This Warrant is one of the Warrants to Purchase Common Stock issued in connecti
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 27th, 2012 • Axion International Holdings, Inc. • Plastics foam products • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 24, 2012, by and among Axion International Holdings, Inc., a Colorado corporation (the “Company”), and the investors listed on the signature page hereto (individually, an “Investor” and collectively, the “Investors”).
SECURITY AGREEMENTSecurity Agreement • August 27th, 2012 • Axion International Holdings, Inc. • Plastics foam products
THIS SECURITY AGREEMENT dated as of August 24, 2012 (this “Agreement”), is by and among Axion International Holdings, Inc., a Colorado corporation with its chief executive office and principal place of business located at 180 South Street, New Providence, New Jersey 07974 (“Debtor”) and Axion International, Inc. a Delaware corporation with its chief executive office and principal place of business located at 180 South Street, New Providence, New Jersey 07974 (the “Subsidiary” and collectively with the Debtor, the “Pledgors”), and the holders of the Debtor’s 8% Convertible Notes due on November 30, 2017 (the “Notes”) listed on Exhibit A hereto (individually and collectively, the “Secured Party”).
ContractConvertible Note • August 27th, 2012 • Axion International Holdings, Inc. • Plastics foam products • Maryland
NEITHER THIS NOTE, NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE, nor the securities issuABLE pursuant to Section 3(f) of this Note HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. NEITHER THIS NOTE NOR SUCH SECURITIES MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY’S COUNSEL, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE.
Note Purchase Agreement By and Among Axion International Holdings, Inc. And The Investors Listed on the Schedule of Investors Attached Hereto August 24, 2012Note Purchase Agreement • August 27th, 2012 • Axion International Holdings, Inc. • Plastics foam products • Delaware
This NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of August 24, 2012, by and among Axion International Holdings, Inc., a Colorado corporation (the “Company”), and the investors listed on the Schedule of Investors attached hereto (individually, a “Investor” and collectively, the “Investors”).
