EXHIBIT 10.1
INTRUSION INC.
A DELAWARE CORPORATION
SUBSCRIPTION AND INVESTMENT
REPRESENTATION AGREEMENT
THE COMMON STOCK
(“STOCK”) IN INTRUSION INC. (“COMPANY”)
REFERRED TO IN THIS SUBSCRIPTION AND INVESTMENT REPRESENTATION
AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES
ACT ”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION
AND ARE BEING OFFERED AND SOLD UNDER EXEMPTIONS PROVIDED THEREFROM
INCLUDING SECTION 4(2) OF THE SECURITIES ACT AND/OR
REGULATION D THEREUNDER.
A PURCHASER OF STOCK SHOULD
BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME BECAUSE THE STOCK HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER JURISDICTION,
AND, THEREFORE, CANNOT BE SOLD UNLESS IT IS SUBSEQUENTLY REGISTERED
OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THERE IS NO
OBLIGATION OF THE ISSUER TO REGISTER THE STOCK UNDER THE SECURITIES
ACT OR THE LAWS OF ANY OTHER JURISDICTION.
On the basis of
the terms and conditions set forth in this Subscription and
Investor Representation Agreement ( “ Subscription
Agreement ”), the undersigned investor ( “
Investor ”) proposes to make an investment in
Intrusion Inc. (“ Company ”) as
follows:
1.
Subscription for Stock . Subject to the terms and
conditions hereof, the Investor hereby irrevocably subscribes to
purchase 1,190,476 Shares of Common Stock at a purchase price of
$0.42 per share, determined by a price of 110% of the average
closing price of the Company’s stock for the 20 trading days
up to and including the closing day.
2.
The Investor acknowledges that the stock offered hereby is
speculative and involves a high degree of risk, including, but not
necessarily limited to, the risk factors described on Exhibit
A attached hereto. The Investor further acknowledges that an
investment in the Company is not suitable for investors who cannot
afford to lose their entire investment. The Investor has carefully
considered these risk factors before making its investment
decision.
3.
Representations and Warranties of the Investor . The
Investor hereby represents and warrants to the Company as
follows:
(a)
Accredited Investor. The Investor is an
“accredited investor” within the meaning of Rule 501
promulgated under the Securities Act.
(b)
Investment Intent . The Investor is acquiring the stock
for the Investor’s own account for investment, with no
intention of distributing or selling any portion of the stock
within the meaning of the Securities Act, and will not transfer any
stock in violation of the Securities Act or the then applicable
rules or regulations thereunder or any other applicable law. No one
other than the Investor has any interest in or any right to acquire
the stock.
(c)
Ability to Bear Risk . The Investor’s financial
condition is such that the Investor is able to bear the risk of
holding the stock for an indefinite period of time and the risk of
loss of the Investor’s entire investment in the stock.
(d)
Experience . The Investor has substantial experience in
evaluating and investing in private placement transactions of
securities in companies similar to the Company so that the Investor
is capable of evaluating the merits and risks of its investment in
the Company and has the capacity to protect his, her or its own
interests.
(e)
Familiarity with Offering Documents . The Investor has
received, read, understood and is familiar with (i) the Risk
Factors attached hereto on Exhibit A , and this Subscription
Agreement. In particular, the Investor has read the Risk Factors
attached hereto on Exhibit A and understands that the
Investor’s investment in the Company involves a high degree
of risk.
(f)
Information . The Company and the Company’s
officers have made available all additional information that the
Investor has requested in connection with the transactions
contemplated by this Subscription Agreement, and the Investor has
had an opportunity to discuss the business, management and
financial affairs of the Company with management and has had the
opportunity to review the Company’s facilities. No
representations or warranties have been made to the Investor by the
Company or any agent thereof other than as set forth in this
Subscription Agreement. The Investor has been afforded an
opportunity to ask questions of and receive answers from the
Company and its officers concerning the terms and conditions of the
purchase of the stock and the opportunity to obtain any additional
information (to the extent the Company has such information or
could acquire it without unreasonable effort or expense) necessary
to verify the accuracy of information otherwise furnished by the
Company or its officers. The Investor has investigated the
acquisition of the stock to the extent the Investor deemed
necessary or desirable and the Company has provided the Investor
with any assistance the Investor has requested in connection
therewith.
(g)
Domicile . The address set forth below is the
Investor’s true and correct domicile.
(h)
Exemption from Securities Act . The Investor understands
that the stock has not been, and will not be, registered under the
Securities Act or any state securities act or other applicable law
by reason of specific exemptions for private offerings, the
availability of which depends upon, among other things, the bona
fide nature of the investment intent and the accuracy of the
Investor’s representations as expressed herein. The stock may
not be sold, transferred, offered for sale or otherwise disposed of
unless such transfer, sale, assignment or other disposition is
pursuant to the terms of an effective registration statement under
the Securities Act and are registered under any applicable state
securities laws or pursuant to an exemption from registration under
the Securities Act and any applicable state securities laws.
(i)
Restrictions on Transferability . The Investor is aware
that the Investor’s rights t
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