0001144204-12-049483 Sample Contracts

AXION INTERNATIONAL HOLDINGS, INC. Warrant To Purchase Common Stock
Note Purchase Agreement • September 4th, 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, Samuel G. Rose, 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), Four Million Two Hundred Seventy-Three Thousand One Hundred and Fifty (4,273,150) 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

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JOINT FILING AGREEMENT
Joint Filing Agreement • September 4th, 2012 • Axion International Holdings, Inc. • Plastics foam products

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

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