EXHIBIT 10.44


 


Line of Credit Note



 


$250,000.00


Date: January 19, 2012 


 


Promise to Pay. On or before December
15, 2012, for value received, Mace Security Products, Inc. (the "Borrower") promises to pay to JPMorgan Chase Bank, N.A.,
whose address is 420 Throckmorton, Suite 400, Fort Worth, TX 76102 (the "Bank") or order, in lawful money of the United
States of America, the sum of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) or so much thereof as may be advanced
and outstanding, plus interest on the unpaid principal balance computed on the basis of the actual number of days elapsed in a
year of 360 days unless that calculation would result in a usurious interest rate, in which case interest will be calculated on
the basis of a 365 or 366 day year, as the case may be at the rate of 0.25% per annum (the "Applicable Margin") above
the CB Floating Rate (the interest rate of this Note on any day is referred to herein as the "Note Rate"), and at the
rate of 3.00% per annum above the Note Rate, at the Bank's option,
upon the occurrence of any default under this Note, whether or not the Bank elects to accelerate the maturity of this Note, from
the date such increased rate is imposed by the Bank.


 


In no event shall the interest rate exceed
the maximum rate allowed by law. Any interest payment that would for any reason be unlawful under applicable law shall be applied
to principal.


 


Interest will be computed on the unpaid
principal balance from the date of each borrowing.


 


Until maturity, the Borrower will pay consecutive
monthly installments of interest only commencing February 15, 2012.


 


The Borrower shall make all payments on
this Note and the other Related Documents, without setoff, deduction, or counterclaim, to the Bank at the Bank's address above
or at such other place as the Bank may designate in writing. If any payment of principal or interest on this Note shall become
due on a day that is not a Business Day, the payment will be made on the next succeeding Business Day. 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 that is less than the payment due at that 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 638331439 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.


 


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


 



    	 



    	 



    

 


		1.	"Adjusted One Month LIBOR Rate" means, for any day, the sum of (i) 2.50% per annum
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.



 


		2.	"Affiliate" means any Person which, directly or indirectly, Controls or is Controlled
by or under common Control with, another Person, and any director or officer thereof. The Bank is under no circumstances to be
deemed an Affiliate of the Borrower or any of its Subsidiaries.



 


		3.	"Business Day" means (i) with respect to the Adjusted One Month LIBOR Rate, a
day (other than a Saturday or Sunday) on which banks generally are open in Texas 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.



 


		4.	"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.



 


		5.	"Collateral" means all Property, now or in the future subject to any Lien in favor
of the Bank, securing or intending to secure, any of the Liabilities.



 


		6.	"Control" as used with respect to any Person, means the power to direct or cause
the direction of, the management and policies of that Person, directly or indirectly, whether through the ownership of Equity Interests,
by contract, or otherwise. "Controlling" and "Controlled" have meanings correlative thereto.



 


		7.	"Equity Interests" means shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and
any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.



 


		8.	“GAAP" means generally accepted accounting principles in effect from time to
time in the United States of America, consistently applied.



 


		9.	"Liabilities" means all debts, obligations, and liabilities of every kind and
character of the Borrower, whether individual, joint and several, contingent or otherwise, now or hereafter existing in favor of
the Bank, including without limitation, all liabilities, interest, costs and fees, arising under or from any note, open account,
overdraft, credit card, lease, Rate Management Transaction, letter of credit application, endorsement, surety agreement, guaranty,
acceptance, foreign exchange contract or depository service contract, whether payable to the Bank or to a third party and subsequently
acquired by the Bank, any monetary obligations (including interest) incurred or accrued during the pendency of any bankruptcy,
insolvency, receivership or other similar proceedings, regardless of whether allowed or allowable in such proceeding, and all renewals,
extensions, modifications, consolidations, rearrangements, restatements, replacements or substitutions of any of the foregoing.



 


		10.	"Lien" means any mortgage, deed of trust, pledge, charge, encumbrance, security
interest, collateral assignment or other lien or restriction of any kind.



 


		11.	"Obligor" means any Borrower, guarantor, surety, co-signer, endorser, general
partner or other Person who may now or in the future be obligated to pay any of the Liabilities.



 


		12.	"Page" means Reuters Screen LIBOR01, formerly known as Page 3750 of the Moneyline
Telerate Service (together with any successor or substitute, the "Service") or any successor or substitute page
of the Service providing rate quotations comparable to those currently provided on such page of the Service, as determined by the
Bank from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank
market.



 


		13.	"Person" means any individual, corporation, partnership, limited liability company,
joint venture, joint stock association, association, bank, business trust, trust, unincorporated organization, any foreign governmental
authority, the United States of America, any state of the United States and any political subdivision of any of the foregoing or
any other form of entity.



 


		14.	"Pledgor" means any Person providing Collateral.



 


		15.	"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.



 



    	 



    	 



    

 


		16.	"Property" means any interest in any kind of property or asset, whether real,
personal or mixed, tangible or intangible.



 


		17.	"Rate Management Transaction" means any transaction (including an agreement with
respect thereto) that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity
index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency
option, derivative transaction or any other similar transaction (including any option with respect to any of these transactions)
or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or
other financial measures.



 


		18.	"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.



 


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



 


		20.	"Related Documents" means this Note, 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 this Note or in connection with any of the Liabilities.
	 	 	 



		21.	"Subsidiary" means, as to any particular Person (the "parent"), a Person
the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of the date of determination, as well as any other Person of which
fifty percent (50%) or more of the Equity Interests is at the time of determination directly or indirectly owned, Controlled or
held, by the parent or by any Person or Persons Controlled by the parent, either alone or together with the parent.



 


Bank's Right of Setoff. The Borrower
grants to the Bank a security interest in the Deposits, and the Bank is authorized to setoff and apply, all Deposits, Securities
and Other Property, and Bank Debt against any and all Liabilities. This right of setoff may be exercised at any time and from time
to time after the occurrence of any default, without prior notice to or demand on the Borrower and regardless of whether any Liabilities
are contingent, unmatured or unliquidated. In this paragraph: (a) the term "Deposits" means any and all accounts and
deposits of the Borrower (whether general, special, time, demand, provisional or final) at any time held by the Bank (including
all Deposits held jointly with another, but excluding any IRA or Keogh Deposits, or any trust Deposits in which a security interest
would be prohibited by law); (b) the term "Securities and Other Property" means any and all securities and other personal
property of the Borrower in the custody, possession or control of the Bank, JPMorgan Chase & Co. or their respective Subsidiaries
and Affiliates (other than Property held by the Bank in a fiduciary capacity); and (c) the term "Bank Debt" means all
indebtedness at any time owing by the Bank, to or for the credit or account of the Borrower and any claim of the Borrower (whether
individual, joint and several or otherwise) against the Bank now or hereafter existing.


 


Representations by Borrower. The
Borrower represents and warrants that each of the following is and will remain true and correct until the later of maturity or
the date on which all Liabilities evidenced by this Note are paid in full: (a) the execution and delivery of this Note and the
performance of the obligations it imposes do not violate any law, conflict with any agreement by which it is bound, or require
the consent or approval of any other Person; (b) this Note is a valid and binding agreement of the Borrower, enforceable according
to its terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditor’s rights
generally and by general principles of equity; (c) all balance sheets, profit and loss statements, other financial statements and
applications for credit furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial
condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial
condition has not materially and adversely changed since those dates; and, if the Borrower is not a natural Person: (i) it is duly
organized, validly existing and in good standing under the laws of the state where it is organized and in good standing in each
state where it is doing business; and (ii) the execution and delivery of this Note and the performance of the obligations it imposes
(A) are within its powers and have been duly authorized by all necessary action of its governing body, and (B) do not contravene
the terms of its articles of incorporation or organization, its by-laws, regulations or any partnership, operating or other agreement
governing its organization and affairs.


 


Events of Default/Acceleration.
If any of the following events occurs, this Note shall become due immediately, without notice, at the Bank's option, and the Borrower
hereby waives notice of intent to accelerate the maturity of this Note and notice of acceleration of this Note upon the occurrence
of any of the following events:


 



    	 



    	 



    

  


		1.	Any Obligor fails to pay when due any of the Liabilities or any other debt to any Person, or any
amount payable with respect to any of the Liabilities, or under this Note, any other Related Document, or any agreement or instrument
evidencing other debt to any Person.



		2.	Any Obligor or any Pledgor: (a) fails to observe or perform or otherwise violates any other term,
covenant, condition or agreement of any of the Related Documents; (b) makes any materially incorrect or misleading representation,
warranty, or certificate to the Bank; (c) makes any materially incorrect or misleading representation in any financial statement
or other information delivered to the Bank; or (d) defaults under the terms of any agreement or instrument relating to any debt
for borrowed money (other than the debt evidenced by the Related Documents) and the effect of such default will allow the creditor
to declare the debt due before its stated maturity.



		3.	In the event (a) there is a default under the terms of any Related Document, (b) any Obligor terminates
or revokes or purports to terminate or revoke its guaranty or any Obligor's guaranty becomes unenforceable in whole or in part,
(c) any Obligor fails to perform promptly under its guaranty, or (d) any Obligor fails to comply with, or perform under any agreement,
now or hereafter in effect, between the Obligor and the Bank, or any Affiliate of the Bank or their respective successors and assigns.



		4.	There is any loss, theft, damage, or destruction of any Collateral not covered by insurance.



		5.	Any event occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee
benefit plan of any Obligor or any Subsidiary of any Obligor.



		6.	Any Obligor or any of its Subsidiaries or any Pledgor: (a) becomes insolvent or unable to pay its
debts as they become due; (b) makes an assignment for the benefit of creditors; (c) consents to the appointment of a custodian,
receiver, or trustee for itself or for a substantial part of its Property; (d) commences any proceeding under any bankruptcy, reorganization,
liquidation, insolvency or similar laws; (e) conceals or removes any of its Property, with intent to hinder, delay or defraud any
of its creditors; (f) makes or permits a transfer of any of its Property, which may be fraudulent under any bankruptcy, fraudulent
conveyance or similar law; or (g) makes a transfer of any of its Property to or for the benefit of a creditor at a time when other
creditors similarly situated have not been paid.



		7.	A custodian, receiver, or trustee is appointed for any Obligor or any of its Subsidiaries or any
Pledgor or for a substantial part of their respective Property.



		8.	Any Obligor or any of its Subsidiaries, without the Bank's written consent: (a) liquidates or is
dissolved; (b) merges or consolidates with any other Person; (c) leases, sells or otherwise conveys a material part of its assets
or business outside the ordinary course of its business; (d) leases, purchases, or otherwise acquires a material part of the assets
of any other Person, except in the ordinary course of its business; or (e) agrees to do any of the foregoing; provided, however,
that any Subsidiary of an Obligor may merge or consolidate with any other Subsidiary of that Obligor, or with the Obligor, so long
as the Obligor is the survivor.



		9.	Proceedings are commenced under any bankruptcy, reorganization, liquidation, or similar laws against
any Obligor or any of its Subsidiaries or any Pledgor and remain undismissed for thirty (30) days after commencement; or any Obligor
or any of its Subsidiaries or any Pledgor consents to the commencement of those proceedings.



		10.	Any judgment is entered against any Obligor or any of its Subsidiaries, or any attachment, seizure,
sequestration, levy, or garnishment is issued against any Property of any Obligor or any of its Subsidiaries or of any Pledgor
or any Collateral.



		11.	Any individual Obligor or Pledgor dies, or a guardian or conservator is appointed for any individual
Obligor or Pledgor or all or any portion of their respective Property, or the Collateral.



		12.	Any material adverse change occurs in: (a) the reputation, Property, financial condition, business,
assets, affairs, prospects, liabilities, or operations of any Obligor or any of its Subsidiaries; (b) any Obligor's or Pledgor's
ability to perform its obligations under the Related Documents; or (c) the Collateral.



 


Remedies. If this Note is not paid
at maturity, whether by acceleration or otherwise, the Bank shall have all of the rights and remedies provided by any law or agreement,
in equity or otherwise. The Bank is authorized to cause all or any part of the Collateral to be transferred to or registered in
its name or in the name of any other Person, with or without designating the capacity of that nominee. Without limiting any other
available remedy, the Borrower is liable for any deficiency remaining after disposition of any Collateral. The Borrower is liable
to the Bank for all reasonable costs and expenses of every kind incurred (or charged by internal allocation) in connection with
the negotiation, preparation, execution, filing, recording, modification, supplementing and waiver of this Note or the other Related
Documents and the making, servicing and collection of this Note or the other Related Documents and any other amounts owed under
this Note or the other Related Documents, including without limitation reasonable attorneys' fees and court costs. These costs
and expenses include without limitation any costs or expenses incurred by the Bank in any bankruptcy, reorganization, insolvency
or other similar proceeding.


 


Waivers. Each Obligor waives: (a)
to the extent not prohibited by law, all rights and benefits under any laws or statutes regarding sureties, as may be amended;
(b) any right to receive notice of the following matters before the Bank enforces any of its rights: (i) the Bank's acceptance
of this Note, (ii) any credit that the Bank extends to the Borrower, (iii) the Borrower's default, (iv) any demand, diligence,
presentment, dishonor and protest, or (v) any action that the Bank takes regarding the Borrower, anyone else, any Collateral, or
any of the Liabilities, that it might be entitled to by law, under any other agreement, in equity or otherwise; (c) any right to
require the Bank to proceed against the Borrower, any other Obligor, or any Collateral, or pursue any remedy in the Bank's power
to pursue;


 



    	 



    	 



    

 


(d) any defense based on any claim that
any endorser's or other Obligor's obligations exceed or are more burdensome than those of the Borrower; (e) the benefit of any
statute of limitations affecting liability of any endorser or other Obligor or the enforcement hereof; (f) any defense arising
by reason of any disability or other defense of the Borrower or by reason of the cessation from any cause whatsoever (other than
payment in full) of the obligation of the Borrower for the Liabilities; and (g) any defense based on or arising out of any defense
that the Borrower may have to the payment or performance of the Liabilities or any portion thereof. Each Obligor consents to any
extension or postponement of time of its payment without limit as to the number or period, to any substitution, exchange or release
of all or any part of the Collateral, to the addition of any other Person, and to the release or discharge of, or suspension of
any rights and remedies against, any Obligor. The Bank may waive or delay enforcing any of its rights without losing them. Any
waiver affects only the specific terms and time period stated in the waiver. No modification or waiver of any provision of this
Note is effective unless it is in writing and signed by the Person against whom it is being enforced.


 


Cooperation. The Borrower agrees
to fully cooperate with the Bank and not to delay, impede or otherwise interfere with the efforts of the Bank to secure payment
from the Collateral including actions, proceedings, motions, orders, agreements or other matters relating to relief from automatic
stay, abandonment of Property, use of cash Collateral and sale of the Collateral free and clear of all Liens.


 


Additional Waivers. To the extent
not prohibited by applicable law, the Borrower waives (a) to the extent the Borrower is subject to the Texas Revised Partnership
Act (“TRPA”) or Section 152.306 of the Texas Business Organizations Code (“BOC”), compliance by the Bank
with Section 3.05(d) of TRPA and Section 152.306(b) of BOC; and (b) if the Liabilities are secured by an interest in real property,
all rights of the Borrower under Sections 51.003, 51.004, and 51.005 of the Texas Property Code (as amended from time to time).


 


Rights of Subrogation. Each Obligor
waives and agrees not to enforce any rights of subrogation, contribution or indemnification that it may have against the Borrower,
any other Obligor, or the Collateral, until the Borrower and such Obligor have fully performed all their obligations to the Bank,
even if those obligations are not covered by this Note.


 


Reinstatement. The Borrower agrees
that to the extent any payment or transfer is received by the Bank in connection with the Liabilities evidenced by this Note, and
all or any part of the payment or transfer is subsequently invalidated, declared to be fraudulent or preferential, set aside or
required to be transferred or repaid by the Bank or transferred or paid over to a trustee, receiver or any other Person, whether
under any bankruptcy act or otherwise (any of those payments or transfers is hereinafter referred to as a "Preferential Payment"),
then this Note shall continue to be effective or shall be reinstated, as the case may be, even if all those Liabilities have been
paid in full and whether or not the Bank is in possession of this Note, or whether the Note has been marked paid, released or canceled,
or returned to the Borrower and, to the extent of the payment, repayment or other transfer by the Bank, the Liabilities or part
intended to be satisfied by the Preferential Payment shall be revived and continued in full force and effect as if the Preferential
Payment had not been made.


 


Governing Law and Venue. This Note
shall be governed by and construed in accordance with the laws of the State of Texas (without giving effect to its laws of conflicts).
The Borrower agrees that any legal action or proceeding with respect to any of its obligations under this Note may be brought by
the Bank in any state or federal court located in the State of Texas, as the Bank in its sole discretion may elect. By the execution
and delivery of this Note, the Borrower submits to and accepts, for itself and in respect of its property, generally and unconditionally,
the non-exclusive jurisdiction of those courts. The Borrower waives any claim that the State of Texas is not a convenient forum
or the proper venue for any such suit, action or proceeding.


 


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 December 17, 2010 executed by the Borrower in the original principal amount of Five Hundred Thousand and 00/100
Dollars ($500,000.00), 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 ("Claims"); provided, however, that the foregoing RELEASE SHALL
INCLUDE ALL CLAIMS ARISING OUT OF THE NEGLIGENCE OF ANY BANK PARTY, but not the gross negligence or willful misconduct of any
Bank Party. If applicable, all Collateral continues to secure the payment of this Note and the Liabilities. The provisions of this
Note are effective on December 31, 2011.


 



    	 



    	 



    

 


Usury. The Bank does not intend
to charge, collect or receive any interest that would exceed the maximum rate allowed by law. If the effect of any applicable law
is to render usurious any amount called for under this Note or the other Related Documents, or if any amount charged or received
with respect to this Note, or if any prepayment by the Borrower, results in the payment of any interest in excess of that permitted
by law, then all excess amounts collected by the Bank shall be credited on the principal balance of this Note (or, if this Note
and all other indebtedness arising under or pursuant to the other Related Documents shall have been paid in full, refunded to the
Borrower), and the provisions of this Note and the other Related Documents shall immediately be deemed reformed and the amounts
thereafter collectable reduced, without the necessity of the execution of any new document, so as to comply with the then applicable
law. All sums paid, or agreed to be paid, by the Borrower for the use, forbearance, or detention of money under this Note or the
other Related Documents shall, to the maximum extent permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness
does not exceed the usury ceiling from time to time in effect and applicable to such indebtedness for so long as such indebtedness
is outstanding. To the extent federal law permits the Bank to contract for, charge or receive a greater amount of interest, the
Bank will rely on federal law instead of the Texas Finance Code. To the extent that Chapter 303 of the Texas Finance Code is applicable
to this Note, the "weekly ceiling" specified in Chapter 303 is the applicable ceiling.


 


Inability to Determine Interest Rate.
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 advance on any day, then
each advance evidenced by this Note shall bear interest at the Prime Rate plus the Applicable Margin 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.


 


Miscellaneous. If more than one
Borrower executes this Note: (i) each Borrower is liable jointly and severally for the Liabilities evidenced by this Note; (ii)
the term "Borrower" means any one or more of them; and (iii) the receipt of value by any one of them constitutes the
receipt of value by the others. 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 October 31, 2006, 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. Section headings are for convenience of reference only
and do not affect the interpretation of this Note. Any notices and demands under or related to this Note shall be in writing and
delivered to the intended party at its address stated herein, and if to the Bank, at its main office if no other address of the
Bank is specified herein, by one of the following means: (a) by hand; (b) by a nationally recognized overnight courier service;
or (c) by certified mail, postage prepaid, with return receipt requested. Notice shall be deemed given: (a) upon receipt if delivered
by hand; (b) on the Delivery Day after the day of deposit with a nationally recognized courier service; or (c) on the third Delivery
Day after the notice is deposited in the mail. "Delivery Day" means a day other than a Saturday, a Sunday, or any other
day on which national banking associations are authorized to be closed. Any party may change its address for purposes of the receipt
of notices and demands by giving notice of such change in the manner provided in this provision. This Note and the other Related
Documents embody the entire agreement between the Borrower and the Bank regarding the terms of the loan evidenced by this Note
and supercede all oral statements and prior writings relating to that loan. No delay on the part of the Bank in the exercise of
any right or remedy waives that right or remedy. No single or partial exercise by the Bank of any right or remedy precludes any
other future exercise of it or the exercise of any other right or remedy. No waiver or indulgence by the Bank of any default is
effective unless it is in writing and signed by the Bank, nor shall a waiver on one occasion bar or waive that right on any future
occasion. The rights of the Bank under this Note and the other Related Documents are in addition to other rights (including without
limitation, other rights of setoff) the Bank may have contractually, by law, in equity or otherwise, all of which are cumulative
and hereby retained by the Bank. If any provision of this Note cannot be enforced, the remaining portions of this Note shall continue
in effect. The Borrower agrees that the Bank may provide any information or knowledge the Bank may have about the Borrower or about
any matter relating to this Note or the Related Documents to JPMorgan Chase & Co., or any of its Subsidiaries or Affiliates
or their successors, or to any one or more purchasers or potential purchasers of this Note or the Related Documents. The Borrower
agrees that the Bank may at any time sell, assign or transfer one or more interests or participations in all or any part of its
rights and obligations in this Note to one or more purchasers whether or not related to the Bank. Time is of the essence under
this Note and in the performance of every term, covenant and obligation contained herein.


 



    	 



    	 



    

 


Government Regulation. The Borrower
shall not (a) be or become subject at any time to any law, regulation, or list of any government agency (including, without limitation,
the U.S. Office of Foreign Asset Control list) that prohibits or limits the Bank from making any advance or extension of credit
to the Borrower or from otherwise conducting business with the Borrower, or (b) fail to provide documentary and other evidence
of the Borrower's identity as may be requested by the Bank at any time to enable the Bank to verify the Borrower's identity or
to comply with any applicable law or regulation, including, without limitation, Section 326 of the USA Patriot Act of 2001, 31
U.S.C. Section 5318.


 


USA PATRIOT ACT NOTIFICATION. The
following notification is provided to the Borrower pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318:


 


IMPORTANT INFORMATION ABOUT PROCEDURES
FOR OPENING A NEW ACCOUNT. To help the government fight the funding of terrorism and money laundering activities, Federal law requires
all financial institutions to obtain, verify, and record information that identifies each Person that opens an account, including
any deposit account, treasury management account, loan, other extension of credit, or other financial services product. What this
means for the Borrower: When the Borrower opens an account, if the Borrower is an individual, the Bank will ask for the Borrower's
name, taxpayer identification number, residential address, date of birth, and other information that will allow the Bank to identify
the Borrower, and if the Borrower is not an individual, the Bank will ask for the Borrower's name, taxpayer identification number,
business address, and other information that will allow the Bank to identify the Borrower. The Bank may also ask, if the Borrower
is an individual, to see the Borrower's driver's license or other identifying documents, and if the Borrower is not an individual,
to see the Borrower's legal organizational documents or other identifying documents.


 


WAIVER OF SPECIAL DAMAGES. THE BORROWER
WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT THE UNDERSIGNED MAY HAVE TO CLAIM OR RECOVER FROM THE BANK
IN ANY LEGAL ACTION OR PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.


 


JURY WAIVER. THE BORROWER AND THE
BANK (BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE
IN RESOLVING ANY DISPUTE (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) BETWEEN THE BORROWER AND THE BANK ARISING OUT OF OR IN
ANY WAY RELATED TO THIS NOTE OR THE OTHER RELATED DOCUMENTS. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE BANK TO PROVIDE THE
FINANCING EVIDENCED BY THIS NOTE.


 


THIS NOTE AND THE OTHER RELATED DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 


 


	 	Borrower:
	 	Mace Security International, Inc.
	 	 
	 	By: /s/ Gregory M. Krzemien     
	 	 
	 	Gregory M. Krzemien             Treasurer 
	 	Printed Name                           Title
	 	 
	 	Date Signed: 1/13/2012


 



    	 



    	 



    

 


The Bank is executing this Note for the
purpose of acknowledging and agreeing to the Jury Waiver, the notice given under § 26.02 of the Texas Business and Commerce
Code and to comply with the waiver requirements of TRPA and BOC, and the Bank’s failure to execute or authenticate this Note
will not invalidate this Note.


 


	Bank:
	 
	JPMorgan Chase Bank N.A.
	 
	By:	 /s/ R. Alan Green
	 
	R. Alan Green         Authorized Officer
	Printed Name          Title
	 
	Date Signed: 1/13/2012