Axon Enterprise (AXON) 10-Q 2010 Q1 Quarterly report

Exhibit 10.1

ADDENDUM TO JOINT VENTURE AGREEMENT

THIS ADDENDUMmodifies and amends theJoint Venture Agreementeffective as of January 13, 2010, betweenTASER International, Inc., a Delaware corporation (“TASER”),William D. Kennedy, an individual (“Kennedy”),WDK Enterprises, LLC, an Arizona limited liability company (“WDK”) andRouteCloud, LLC, an Arizona limited liability company (“RouteCloud”) (the foregoing sometimes collectively referred to as the “Parties” and individually as a “Party”).

WITNESSETH:

WHEREAS, the Parties desire to amend the Joint Venture Agreement to clarify that the Warrants will be issued upon the date of the commercial launch of the first product and expire at the end of one year after date of issue.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

1. Article IV, Section 4.04 Warrantsis amended to read as follows:

In consideration of TASER’s investment as stated above, RouteCloud agrees to issue to TASER warrants to purchase non-voting membership interests constituting 20% of Route Cloud’s issued and outstanding equity interests for $1,000,000 (the “Warrants”). The Warrants will be issued upon the date of the commercial launch of the first TASER RouteCloud product and expire at the end of one year after the date of issue. TASER will be entitled to one board seat on RouteCloud’s Board of Directors upon exercise of the Warrants. In the event RouteCloud receives a bona fide offer for additional funding totaling more than $1 million at a valuation greater than $5 million, TASER will have 30 days from notice of such offer to exercise the Warrants. Upon exercise of the Warrants, TASER shall have an anti-dilution right to purchase its pro rata share (up to 20% or any part thereof) of new equity securities offered by RouteCloud within 24 months after exercise, subject to certain standard exclusions (e.g. bona fide arm’s length equipment and lease financing, which may include warrants).

2. All other provisions shall remain the same.

SIGNED:
TASER International, Inc.
By:	/s/ Thomas P. SmithTom Smith, Chairman
WDK Enterprises, LLC
By:	/s/ William D. KennedyDan Kennedy, Member
RouteCloud LLC
By:	/s/ William D. KennedyDan Kennedy, Manager
/s/ William D. Kennedy
Dan Kennedy, personally