ContractConvertible Security Agreement • May 5th, 2010 • Harborview Master Fund Lp • Plastics foam products • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE 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 TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
First Amendment to the 8.75% Convertible Debenture8.75% Convertible Debenture • May 5th, 2010 • Harborview Master Fund Lp • Plastics foam products
This First Amendment to the 8.75% Convertible Debenture (this “Amendment”) is made and entered into as of July 22, 2009, by and among Axion International Holdings, Inc., a Colorado corporation (the “Company”), and Harborview Master Fund LP, (the “Holder”).
JOINT FILING AGREEMENTJoint Filing Agreement • May 5th, 2010 • Harborview Master Fund Lp • Plastics foam products
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act, or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto), with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
PROPRIETARY AND CONFIDENTIALIndicative Terms Letter • May 5th, 2010 • Harborview Master Fund Lp • Plastics foam products
The purpose of this letter is to set forth the indicative terms pursuant to which, subject to certain conditions set forth herein, Harborview (the “Investor”) would purchase certain securities of Axion International, Inc. (the “Company”), and the Company would sell such securities to the Investor (a “Transaction”). The terms and conditions set forth herein are subject to change and this letter does not constitute an offer. The issuance and sale of such securities is subject to completion of due diligence to the Investor’s satisfaction, the preparation of definitive documentation to effect the Transaction that is mutually satisfactory to each party and, in the case of the Investor, that the Investor shall have determined that subsequent to the date hereof and prior to the closing of the Transaction, there shall have been no material adverse developments relating to the business, assets, operations, properties, condition (financial or otherwise) or prospects of the Company and its subsid
AXION INTERNATIONAL HOLDINGS, INC.. AMENDED AND RESTATED PURCHASE WARRANT WARRANT (“WARRANT”) TO PURCHASE SHARES OF COMMON STOCK, NO PAR VALUE PER SHARESecurity Agreement • May 5th, 2010 • Harborview Master Fund Lp • Plastics foam products • New York
This is to certify that, FOR VALUE RECEIVED, Harborview Master Fund LP (“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 F, New Providence, NJ 07974 (the “Company”), at any time and from time to time commencing from February 1, 2010 (“Exercise Date”), but not later than 5:00 P.M., Eastern time, on the fifth (5th) anniversary of the Exercise Date (“Expiration Date”), a total of One hundred thousand (100,000) shares (“Warrant Shares”) of Common Stock, no par value (“Common Stock”) of the Company, at an initial exercise price per share of $2.50. 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. This Warrant amends, restates an
HARBORVIEW CAPITAL MANAGEMENT, LLC New York, NY 10022 Tel: (646) 218-1400Financial Advisor and Consulting Agreement • May 5th, 2010 • Harborview Master Fund Lp • Plastics foam products • New York
This letter confirms our understanding that Harborview Capital Management, LLC (“HCM”) has been engaged to act as the financial advisor and consultant in connection with: (i) any potential recapitalization of Axion International Holdings, Inc.. (“the Company”), (ii) the license or sale of some or all of the Company’s technology (“Technology Partner”) and (iii) a capital raise (“Private Placement”). HCM in this capacity will work with management and review and advise the company on strategic issues as reasonably requested by the Company and help identify both potential Technology Partners and funding opportunities for a period of twelve months (the “Term”) from the date of this Agreement. Upon the Company’s acceptance, this letter agreement (“Agreement”) will confirm the terms of the engagement agreed to between HCM and the Company on the terms set forth herein. The terms of HCM’s engagement are as follows:
AXION INTERNATIONAL HOLDINGS, INC.. PURCHASE WARRANT WARRANT (“WARRANT”) TO PURCHASE SHARES OF COMMON STOCK, NO PAR VALUE PER SHARESecurity Agreement • May 5th, 2010 • Harborview Master Fund Lp • Plastics foam products • New York
This is to certify that, FOR VALUE RECEIVED, Harborview Master Fund LP (“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 665 Martinsville Road, Basking Ridge, New Jersey 07920 (the “Company”), at any time and from time to time commencing from the July 21, 2009 (“Exercise Date”), but not later than 5:00 P.M., Eastern time, on the fifth (5th) anniversary of the Exercise Date (“Expiration Date”), a total of One hundred thousand (100,000) shares (“Warrant Shares”) of Common Stock, no par value (“Common Stock”) of the Company, at an initial exercise price per share of $.90. 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.
ContractSecurity Agreement • May 5th, 2010 • Harborview Master Fund Lp • Plastics foam products • New York
THIS SECURITY HAS NOT 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.
