**Exhibit 4.1**

 

Intrusion Common

 

| [FACE OF CERTIFICATE] |   |   |
|-----------------------|--------|--------|

NUMBER

C

INCORPORATED UNDER THE LAWS OF THE STATE OFDELAWARE

THIS CERTIFICATE IS TRANSFERABLE INRIDGEFIELD PARK, NJ OR NEW YORK, NY

INTRUSION INC.

SHARES

COMMON STOCK

CUSIP 46121E 20 5

SEE REVERSE FOR CERTAIN DEFINITIONS ANDRESTRICTIONS ON TRANSFER

THIS CERTIFIES THAT

is the OWNER of

FULLY PAID AND NON-ASSESSABLE SHARES OFCOMMON STOCK, $.01 PAR VALUE PER SHARE, OF INTRUSION INC. (herein called the“Corporation”) transferable on the books of the Corporation by the holderhereof, in person or by duly authorized attorney, upon surrender of thisCertificate properly endorsed or accompanied by a proper assignment. ThisCertificate and the shares represented hereby are issued under and shall beheld subject to all of the provisions of the Certificate of Incorporation andthe By-laws of the Corporation, and all amendments thereto, copies of which areon file at the principal offices of the Corporation and the Transfer Agent, toall of which the holder of this Certificate, by acceptance hereof, assents.This Certificate is not valid unless countersigned by the Transfer Agent andregistered by the Registrar of the Corporation.

IN WITNESS WHEREOF, the Corporation hascaused the facsimile signatures of its duly authorized officers and itsfacsimile seal to be hereunto affixed.

[SIGNATURE]

PRESIDENT AND CHIEF EXECUTIVE OFFICER

[SIGNATURE]

SECRETARY

[CORPORATE SEAL]

DATED:

COUNTERSIGNED AND REGISTERED:

Mellon Investor Services LLC

TRANSFER AGENT AND REGISTRAR

BY

AUTHORIZED SIGNATURE

 

[REVERSE OF CERTIFICATE]

INTRUSION INC.

The Certificate of Incorporation of theCorporation on file in the Office of the Secretary of State of Delaware setsforth a full statement of (i) all of the designations, preferences, limitationsand relative rights of the shares of each class of capital stock authorized tobe issued, (ii) the authority of the Board of Directors to fix and determinethe relative rights and preferences of the shares of preferred stock which theCorporation is authorized to issue in series and, if and to the extent fixedand determined, the relative rights and preferences of any such series, (iii)the denial to stockholders of preemptive rights to acquire unissued or treasuryshares or other securities of the Corporation and (iv) the denial tostockholders of the right to cumulate votes in any election of directors of theCorporation. The Corporation will furnish a copy of such statement to therecord holder of this Certificate without charge on written request to theCorporation at its principal place of business or to the Transfer Agent andRegistrar.

The following abbreviations, when used in theinscription on the face of this certificate, shall be construed as though theywere written out in full according to applicable laws or regulations:

TEN COM - as tenants in common

TEN ENT - as tenants by the entireties

JT TEN - as joint tenants with right ofsurvivorship and not as tenants in common

UNIF GIFT MIN ACT - .........................(Cust) Custodian ......................... (Minor) under Uniform Gifts toMinors Act ..............................................................(State)

Additional abbreviations may also be usedthough not in the above list.

 

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Intrusion Common

 

For Value Received, hereby sell(s), assign(s)and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHERIDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,INCLUDING POSTAL ZIP CODE, OF ASSIGNEE

Shares of the Common Stock represented by thewithin Certificate and do(es) hereby irrevocably constitute and appoint

Attorney to transfer the said stock on thebooks of the within-named Corporation with full power of substitution in thepremises.

Dated

NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENTMUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE INEVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

X (SIGNATURE)

X (SIGNATURE)

THE SIGNATURE(S) MUST BE GUARANTEED BY ANELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOANASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATUREGUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

SIGNATURE(S) GUARANTEED BY:

 

 

 

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