Exhibit








EXHIBIT 10.19

Line of Credit Note




$10,000,000.00
Date: December 18, 2017


Promise to Pay. On or before December 31, 2018, for value received, Axon Enterprise, Inc. (the "Borrower") promises to pay to JPMorgan Chase Bank, N.A., whose address is 201 North Central Avenue,  Floor 21, Phoenix,  AZ 85004-0073  (the "Bank")  or order, in lawful money of the United States of America, the sum of Ten Million and 00/100 Dollars ($10,000,000.00) or so much thereof as  may be advanced and outstanding, plus interest on the unpaid principal balance as provided below.


Interest Rate Definitions. As used in this Note, the following terms have the following respective meanings:


"Adjusted LIBOR Rate" means, with respect to a LIBOR Rate Advance for the relevant Interest Period, the  sum  of  (i)  the  Applicable Margin plus (ii) the quotient of (a) the LIBOR Rate applicable to such Interest  Period, divided  by (b)  one  minus  the Reserve Requirement (expressed as a decimal) applicable to such Interest Period.


"Adjusted One Month LIBOR Rate" means, with respect to a CB Floating Rate Advance for any day, an  interest rate Per Annum  equal to the sum of (i)  2.50% plus (ii) the quotient of  (a) the interest  rate determined by the Bank by reference  to the Page to be the  rate at approximately 11:00 a.m. London time, on such date or, if such date is not a Business Day, on the immediately preceding  Business Day for dollar deposits with a maturity equal to one (1) month, divided by (b) one  minus  the  Reserve  Requirement  (expressed as a decimal) applicable to dollar deposits in the London interbank market with a maturity equal to one (1) month.


"Advance" means a LIBOR Rate Advance or a CB Floating Rate Advance and "Advances" means all LIBOR Rate Advances and all CB Floating Rate Advances under this Note.


"Applicable Margin" means with respect to any CB Floating Rate Advance or  LIBOR Rate Advance,  as  the case  may be,  the rate  Per Annum set forth below for such Advance and opposite the applicable Leverage Ratio. Leverage Ratio is defined in the Credit Agreement.


	
			
	Leverage Ratio
	Applicable Margin

	 
	CB Floating Rate
Advance
	LIBOR Rate Advance

	Less than 1.00 to 1.00
	-0.50%
	1.25%

	Greater than or equal to 1.00 to 1.00 but less than
1.50 to 1.00
	-0.25%
	1.50%

	Greater than or equal to 1.50 to 1.00
	0.00%
	1.75%






The Applicable Margin shall, in each case, be determined and adjusted quarterly on the first day of the month after the date of delivery   of the quarterly and annual financial statements required by the Credit Agreement, provided, however, that if such  financial statements are not delivered within two Business Days after the required date  (each, an "Interest Determination Date"),  the Applicable  Margin  shall increase to the maximum percentage amount set  forth in the table above from the date such financial  statements  were required to be delivered to the Bank until received by the Bank. The Applicable  Margin shall be  effective from an  Interest Determination Date  until the next Interest Determination Date. Such determinations by the Bank shall be conclusive absent manifest error. The initial Applicable Margin for CB Floating Rate Advances is -0.50% and for LIBOR Rate Advances is 1.25%.


"Credit Agreement" is defined in the paragraph entitled "Miscellaneous" below.


"Business Day" means (i) with respect to the Adjusted One Month LIBOR Rate and any borrowing, payment or rate  selection of  LIBOR Rate Advances, a day (other than a Saturday or Sunday) on which banks generally are open in Arizona and/or New York for     the conduct of substantially all of their commercial lending activities and on which dealings in United States dollars are carried on in     the London interbank market and (ii) for all other purposes, a day other than a Saturday, Sunday or any other day on which national banking associations are authorized to be closed.


"CB Floating Rate" means the Prime Rate; provided that the CB Floating Rate shall, on any day, not be less than the Adjusted One Month LIBOR Rate. The CB Floating Rate is a variable rate and any change in the CB Floating Rate due to any change in the Prime













Rate or the Adjusted One Month  LIBOR Rate  is effective from  and including the effective date of such change in the Prime  Rate or  the Adjusted One Month LIBOR Rate, respectively.


"CB Floating Rate Advance" means any borrowing under this Note when and to the extent that its interest rate is determined by reference to the CB Floating Rate.


"Interest Period" means, with respect to a LIBOR Rate Advance, a period of one (1), three (3) or six (6) month(s) commencing on a Business Day selected by the Borrower pursuant to this Note. Such Interest Period shall end  on  the  day  which  corresponds  numerically to such date one (1), three (3) or six (6) month(s) thereafter, as applicable, provided, however, that if there is no such numerically corresponding day in such first, third or sixth succeeding month(s), as applicable, such Interest Period shall end on the last Business Day of such first, third or sixth succeeding month(s), as applicable. If an Interest Period would otherwise end on a day which    is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provided, however, that if said next  succeeding Business Day falls in a new calendar month, such Interest Period shall end on the immediately preceding Business Day.


"LIBOR Rate" means with respect to any LIBOR Rate Advance for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other person that takes over the administration of such rate for Dollars) for a period  equal in length to such Interest Period as displayed on  pages  LIBOR01 or LIBOR02 of the Reuters screen that  displays such  rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as shall be selected by the Bank in its reasonable discretion (the "Page"); in each case, the "LIBOR Screen Rate") at approximately 11:00 a.m., London time, two (2) Business Days  prior to the  commencement  of such Interest Period;  provided that, if any LIBOR Screen Rate  shall be less than zero, such rate shall be deemed to be zero for the purposes of this Note. If no LIBOR Screen Rate is available to the Bank, the applicable LIBOR Rate for the relevant Interest Period shall instead be the rate determined  by the Bank  to be the rate  at  which the Bank offers to place U.S. dollar deposits having a maturity equal to such Interest Period with first-class banks in the London interbank market at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period.


"LIBOR Rate Advance" means any borrowing under this Note when and to the extent that its interest rate is determined by reference   to the Adjusted LIBOR Rate.


"Prime Rate" means the rate of interest Per Annum announced from time to time by the Bank as its prime rate. The Prime Rate is a variable rate and each change in the Prime Rate is effective from and including the date the change is  announced  as being effective.  THE PRIME RATE IS A REFERENCE RATE AND MAY NOT BE THE BANK'S LOWEST RATE.


"Principal Payment Date" is defined in the paragraph entitled "Principal Payments" below.


"Regulation D" means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.


"Reserve Requirement" means the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed under Regulation D.


Interest Rates. The Advance(s) evidenced by this Note may be drawn down and remain outstanding as up to five (5) LIBOR Rate Advances and/or a CB Floating Rate Advance. The Borrower shall pay interest to the Bank on the outstanding and unpaid principal amount of each CB Floating Rate Advance at the CB Floating Rate plus the Applicable Margin and each LIBOR Rate Advance at the Adjusted LIBOR Rate. Interest shall be calculated on the basis of the actual number of days elapsed in a year of 360 days. In no event shall the interest rate applicable to any Advance exceed the maximum rate allowed by law. Any interest payment which would for any reason be deemed unlawful under applicable law shall be applied to principal.


The Borrower hereby agrees to pay an effective rate of interest that is the sum  of the interest  rate provided for in this Note together    with any additional rate of interest resulting from any other charges of interest or in the nature of interest paid or to  be  paid  in connection with this Note or the other Related Documents.


Bank Records. The Bank shall, in the ordinary course of business, make notations in its records of the date, amount, interest rate and Interest Period of  each Advance hereunder, the amount of each payment  on the  Advances,  and other information. Such records shall,  in the absence of manifest error, be conclusive as to the outstanding principal balance of and interest  rate or rates  applicable to this  Note.


Notice and Manner of Electing Interest Rates on Advances. The Borrower shall give the  Bank written  notice (effective  upon  receipt) of the Borrower's intent to draw down an Advance under this Note no later than 2:00 p.m. Mountain time, on the date of
disbursement, if the full amount of the drawn Advance is to be disbursed as a CB Floating Rate Advance and no later than 11:00 a.m. Mountain time three (3) Business Days before disbursement, if any part of such Advance is to  be  disbursed  as  a  LIBOR  Rate Advance. The Borrower's notice must specify: (a) the disbursement date, (b) the amount of each  Advance,  (c) the type  of  each  Advance (CB Floating Rate Advance or LIBOR Rate Advance), and (d) for each LIBOR Rate Advance, the duration of the applicable Interest Period; provided, however, that the 











Borrower may not elect an Interest Period ending after the maturity date of this Note. Each LIBOR Rate Advance shall be in a minimum amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00). All notices under  this paragraph are irrevocable. By the Bank's close of business on the disbursement  date and upon fulfillment of the conditions set     forth herein  and in  any other of the Related Documents, the  Bank shall  disburse the requested Advances in immediately available  funds by crediting the amount of such Advances to the Borrower's account with the Bank.


Conversion and Renewals. The Borrower may elect from time to time to convert one type of Advance into another or to renew any Advance by giving the Bank written notice no later than 2:00 p.m. Mountain time,  on the  date of the conversion into or renewal  of  a CB Floating Rate Advance and 11:00 a.m. Mountain time three (3) Business Days before conversion into or renewal of a LIBOR Rate Advance, specifying: (a) the renewal or conversion date, (b) the amount of the Advance to be converted or renewed, (c) in the case of conversion, the type of Advance to be converted into (CB Floating Rate Advance or LIBOR Rate Advance), and (d) in the case of renewals of or conversion into a LIBOR Rate Advance, the applicable Interest Period, provided that (i) the minimum principal amount   of each LIBOR Rate Advance outstanding after a renewal or conversion shall be Five Hundred Thousand and 00/100 Dollars ($500,000.00); (ii) a LIBOR Rate Advance can only be converted on the last day of the Interest Period for the Advance; and (iii) the Borrower may not elect an Interest Period ending after the maturity date of this Note. All notices given under this paragraph are irrevocable. If the Borrower fails to give the Bank the notice specified above for the renewal or conversion of a LIBOR Rate Advance    by 11:00 a.m. Mountain time three (3) Business Days before the end of the Interest Period for that Advance, the Advance shall automatically be converted to a CB Floating Rate Advance on the last day of the Interest Period for the Advance.


Interest Payments. Interest on the Advances shall be paid as follows:


A.For each  CB Floating Rate Advance, on the last  day of each quarter beginning with the first  quarter following disbursement   of the Advance or following conversion of an Advance into a CB Floating Rate Advance, and at the maturity or conversion of the Advance into a LIBOR Rate Advance;


B.For each LIBOR Rate Advance, on the last day of the Interest Period for the Advance and, if the Interest Period is longer than three months, at three-month intervals beginning with the day three months from the date the Advance is disbursed.


Principal Payments. All outstanding principal  and interest is due and payable  in full on December  31, 2018, which is defined herein  as the "Principal Payment Date".


Default Rate of  Interest. After a  default has occurred under  this Note, whether or  not the Bank elects to accelerate the maturity of   this Note because of such default, all Advances outstanding under this Note, shall bear interest  at  a  Per  Annum rate equal to the  interest rate being charged on each such Advance plus three percent (3.00%) from the date the Bank elects to impose such rate. Imposition of this rate shall not affect any limitations contained in this Note on the Borrower's right to repay principal on any LIBOR Rate Advance before the expiration of the Interest Period for each such Advance.


Prepayment/Funding Loss Indemnification. The Borrower may prepay all or any part of any CB Floating Rate Advance at any time without premium or penalty.


The Borrower shall pay the Bank amounts sufficient (in the Bank's reasonable opinion) to compensate the Bank for any loss, cost, or expense incurred as a result of:


A.Any payment of a LIBOR Rate Advance on a date other than the last day of the Interest Period for the Advance, including, without limitation, acceleration of the Advances by the Bank pursuant to this Note or the other Related Documents; or


B.Any failure by the Borrower to borrow or renew a LIBOR Rate Advance on the date specified in the relevant notice from the Borrower to the Bank.


Additional Costs. If any applicable domestic or foreign law, treaty, government  rule or  regulation now or later  in effect (whether  or not it now applies to the Bank) or the interpretation or administration thereof by a governmental authority charged with such interpretation or administration, or compliance by the Bank  with any guideline, request or  directive of  such an authority (whether  or  not having the force of law), shall (a) affect the basis of taxation of payments to the Bank of  any amounts payable by the  Borrower  under this Note or the other Related Documents (other than taxes imposed on the overall  net income of the Bank by the jurisdiction or  by any political subdivision or taxing authority of the jurisdiction in which the Bank has its principal office), or (b) impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, Federal Deposit Insurance
Corporation deposit insurance premiums or assessments) against assets of, deposits with or for the account of, or credit extended by the Bank,    or (c) impose any other condition with respect to this Note or the other Related  Documents  and  the result of  any of  the foregoing is  to  increase the cost to the Bank of  extending,  maintaining or  funding any LIBOR Rate  Advance or to reduce the amount of any sum receivable  by the Bank on any Advance, or (d) affect the amount of capital or liquidity required or expected to be maintained by the Bank (or any corporation controlling the Bank) and the Bank determines that the amount of such capital or liquidity is increased by or based upon the  existence of the Bank's obligations under this Note or the other Related Documents and the  increase has the effect  of reducing the  rate  of  return on the Bank's (or its controlling corporation's) capital as a consequence of the obligations under this Note or  the  other  Related 











Documents to a level below that which the Bank (or its controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by the Bank to  be material, then  the Borrower  shall pay to   the Bank, from time to time, upon request by the Bank,  additional amounts sufficient to  compensate the Bank  for the increased  cost  or  reduced sum receivable. Whenever the Bank shall learn of circumstances described in  this  section  which  are likely to  result  in  additional costs to the Borrower, the Bank shall give prompt written notice to the Borrower of the basis for and the estimated amount of any such anticipated additional costs. A statement as to the amount of the increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by the Bank and submitted by the Bank to the Borrower,  shall  be  conclusive and binding for all purposes absent manifest  error in computation.


Illegality. If  any applicable domestic or  foreign law, treaty, rule or regulation now or  later in effect (whether or not it now applies to the    Bank) or the interpretation or administration thereof by a governmental authority charged with such interpretation or administration, or compliance by the Bank with any guideline, request or directive of such an authority (whether or not having the force of law), shall make it unlawful or impossible for the Bank to maintain or fund the LIBOR Rate Advances, then, upon notice to the Borrower by the Bank, the outstanding principal amount of the LIBOR Rate Advances, together with accrued interest and any other  amounts payable to the  Bank under  this Note or the other  Related Documents  on  account of the LIBOR  Rate Advances shall be repaid (a)  immediately upon  the Bank's  demand if such change or compliance with such requests, in the Bank's judgment, requires immediate repayment, or (b) at the expiration of the last Interest Period to expire before the effective date of any such change or request provided, however, that subject to the terms and conditions of  this Note and the other Related Documents the Borrower shall be entitled to simultaneously replace the entire outstanding balance of  any  LIBOR Rate Advance repaid in accordance with this section with a CB Floating Rate Advance in the same amount.


Inability to Determine Interest Rate. If the Bank determines that (a) quotations of interest rates for the relevant deposits referred to in the definition of Adjusted LIBOR Rate are not being provided for purposes of determining the interest rate on  a  LIBOR  Rate  Advance  as provided in this Note, or (b) the relevant interest rates referred to in the definition of Adjusted LIBOR Rate do not accurately cover the cost to  the Bank of making, funding or maintaining LIBOR Rate Advances, then the Bank shall at the Bank's option, give  notice  of  such  circumstances to the Borrower, whereupon (i) the obligation of the Bank to make LIBOR Rate Advances shall be suspended until the Bank notifies the Borrower that the circumstances giving rise to the suspension no longer exists, and (ii) the Borrower shall repay in full the then outstanding principal amount of each LIBOR Rate Advance, together with accrued interest, on the last day of the then current Interest Period applicable to the LIBOR Rate Advance, provided, however, that, subject to the terms and conditions of this Note and the other Related Documents, the Borrower shall be entitled to simultaneously replace the entire outstanding balance of any LIBOR Rate Advance repaid in accordance with this section with an Advance bearing interest at the CB Floating Rate plus the Applicable Margin for CB Floating Rate Advances in the same amount. If the Bank determines on any day that quotations of interest rates for the relevant deposits referred to in the definition of Adjusted One Month LIBOR Rate are not being provided for purposes of determining the interest rate on any CB Floating Rate Advance on any day, then each  CB Floating Rate Advance shall bear interest at the Prime Rate plus the Applicable Margin for CB Floating   Rate Advances until the Bank  determines that quotations of  interest rates  for  the relevant deposits referred to  in the definition of Adjusted  One Month LIBOR Rate are being provided.


Obligations Due on Non-Business Day. Whenever any payment under this Note becomes due and payable on  a day that  is not  a Business  Day, if no default then exists under this Note, the maturity of  the payment shall be extended  to the next succeeding Business  Day, except, in  the case of a  LIBOR Rate Advance, if the result of the extension would be to extend the payment into another calendar month, the payment  must be made on the immediately preceding Business Day.


Matters Regarding Payment. The Borrower will pay the Bank at the Bank's address shown above or at such other place as the Bank may designate. Payments shall be allocated among principal, interest and fees at the discretion of the Bank unless otherwise agreed or required by applicable law. Acceptance by the Bank of any payment which is less than the payment due at the time shall not constitute a waiver of  the  Bank's right to receive payment in full at that time or any other time.


Authorization for Direct Payments (ACH Debits). To effectuate any payment due under this Note or under any other Related Documents,    the Borrower hereby authorizes the Bank to initiate debit entries to Account Number 634958078 at the Bank and to debit the same to such account. This authorization to initiate debit entries shall remain in full force and effect until the Bank has received written notification of its termination in such time and in such manner as to afford the Bank a reasonable opportunity to act on it. The Borrower represents that the Borrower is and will be the owner of all funds in such account. The Borrower acknowledges:  (1)  that such  debit entries  may cause  an overdraft of such account which  may result in the Bank’s refusal to honor  items drawn on such account until adequate deposits are made to  such account; (2) that the Bank is under no duty or obligation to initiate any debit entry for any purpose; and (3) that if a debit is not made because the above-referenced account does not have a sufficient available balance, or otherwise, the payment may be late or past due.
Late Fee. Any principal or interest which  is not paid within 10 days  after its due date (whether  as stated, by acceleration or  otherwise)  shall  be subject to a late payment charge of five percent  (5.00%) of the total payment due,  in addition to the payment of  interest,  up to  the  maximum amount of One Thousand Five Hundred and 00/100 Dollars ($1,500.00) per late charge. The  Borrower agrees to pay and stipulates that five percent (5.00%) of the total payment due is a reasonable amount for a late payment charge. The Borrower shall pay the late payment charge upon demand by the Bank or, if billed, within the time specified.


Purpose of Loan. The Borrower acknowledges and agrees that this Note evidences a loan for a business, commercial, agricultural or similar commercial enterprise purpose, and that no advance shall be used for any personal, family or household purpose. The proceeds  of  the  loan  shall be used only for the Borrower's working capital purposes.













Credit Facility. The Bank has  approved a credit facility to the Borrower in a principal amount not to  exceed the face  amount of this Note.    The credit facility is in the form of advances made from time to time by the Bank to the Borrower. This Note evidences the Borrower's  obligation to repay those advances. The aggregate principal amount of debt evidenced by this  Note is  the  amount reflected from time to  time  in the records of the Bank. Until the earliest to occur of maturity, any default, event of default, or any event that would constitute a default or event of default but for the giving of notice, the lapse of time or both, the Borrower may borrow, pay down  and reborrow under  this Note subject to the terms of the Related Documents.


Renewal and Extension. This Note is given in replacement, renewal and/or extension of, but not in extinguishment of the indebtedness evidenced by, that Line of Credit Note dated July 12, 2017 executed by the Borrower in the original principal amount of Ten  Million  and  00/100 Dollars ($10,000,000.00), including previous renewals or modifications thereof, if any (the "Prior Note" and together with all loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, and any other instrument or document executed in connection with the Prior Note, the "Prior Related Documents"), and is not a novation thereof. All interest evidenced by the Prior Note shall continue to be due and payable until paid. The Borrower fully, finally, and  forever releases and discharges the Bank and its successors, assigns, directors, officers, employees, agents, and representatives (each a "Bank Party") from any and all causes of action, claims, debts, demands, and liabilities, of whatever kind or nature,  in  law  or  equity,  of  the Borrower, whether now known or unknown to the Borrower (i) in respect of the Liabilities evidenced by the Prior Note and the Prior Related Documents, or of the actions or omissions of any Bank Party in any manner related to the Liabilities evidenced by the Prior Note or the Prior Related Documents and (ii) arising from events occurring prior to the date of this Note. If applicable, all Collateral continues to secure the payment of this Note and the Liabilities. The provisions of this Note are effective on the date that this Note has been executed by all of the signers and delivered to the Bank.


Per Annum. In this Note the term "Per Annum" means for a year deemed to be comprised of 360 days.


Miscellaneous. This Note binds the Borrower and its successors, and benefits the Bank, its successors and assigns. Any reference to the Bank includes any holder of this Note. This Note is subject to that certain Credit Agreement by and between the Borrower  and  the Bank,  dated August 18, 2014, and all amendments, restatements and replacements thereof (the "Credit Agreement") to which reference is hereby made for      a more complete statement of the terms and conditions under which the loan evidenced hereby is made and is to be repaid. The terms and provisions of the Credit Agreement are hereby incorporated and made a part hereof by this reference thereto with the same  force and effect as    if set forth at length herein. No reference to the Credit Agreement and no provisions of this Note or the Credit Agreement shall alter or impair   the  absolute and unconditional obligation of  the Borrower  to pay the principal and interest on this Note as  herein prescribed.  Capitalized  terms not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. If any one or more of  the  obligations of the Borrower under this Note or any provision hereof is held to be invalid, illegal or unenforceable in any jurisdiction,  the  validity, legality and enforceability of the remaining obligations of the Borrower and the  remaining  provisions  shall  not  in  any way be affected or impaired; and the invalidity, illegality or unenforceability in  one jurisdiction  shall not affect the validity, legality or  enforceability  of such obligations or provisions in any other jurisdiction. Time is of the essence under this Note and in the performance  of  every term, covenant and obligation contained herein.








Address:       17800 North 85th Street                 
Scottsdale, AZ 85255


Borrower
Axon Enterprise Inc.


By:  /s/ Jawad Ahsan                    
       Jawad Ahsan, CFO


Date Signed: 12/21/2017