SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 6th, 2005 • Intrusion Inc • Computer communications equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 2, 2005, by and among Intrusion Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 6th, 2005 • Intrusion Inc • Computer communications equipment
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the “Purchase Agreement”).
INTRUSION INC. (Incorporated under the laws of the State of Delaware) REPRESENTATIVE’S WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK Warrant Price: $ per share, subject to adjustment as provided below.Intrusion Inc • December 6th, 2005 • Computer communications equipment • Texas
THIS IS TO CERTIFY that, for value received, and his assigns (collectively, the “Holder”), is entitled to purchase, subject to the terms and conditions hereinafter set forth, up to shares of the common stock, par value $0.01 per share (“Common Stock”), of Intrusion, Inc., a Delaware corporation (the “Company”), and to receive certificate(s) for the Common Stock so purchased.
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of Intrusion Inc.Common Stock Purchase Warrant • December 6th, 2005 • Intrusion Inc • Computer communications equipment
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six month anniversary of the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Intrusion Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 6th, 2005 • Intrusion Inc • Computer communications equipment • Texas
This Placement Agency Agreement (this “Agreement”) is made and entered into as of December 2, 2005 (the “Effective Date”), by and between Intrusion Inc., a Delaware corporation (the “Company”), and Stonegate Securities, Inc., a Texas corporation (“Stonegate”).
TO: The Purchasers of Intrusion Inc., Series 3 5% Convertible Preferred Stock and WarrantsIntrusion Inc • December 6th, 2005 • Computer communications equipment
This letter will confirm my agreement to vote all shares of Intrusion Inc., a Delaware corporation (“INTZ”) voting stock over which I have voting control in favor of any resolution presented to the shareholders of INTZ to approve the issuance, in the aggregate, of more than 19.999% of the number of shares of common stock of INTZ outstanding on the date of closing pursuant to that certain Securities Purchase Agreement, dated December 2, 2005, among INTZ and the purchasers signatory thereto (the “Purchase Agreement”) and the other agreements entered into in connection therewith or as otherwise may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity). This agreement is given in consideration of, and as a condition to enter into such Purchase Agreement and is not revocable by me.
