Exhibit 4.2


 


Form of


 


PROMISSORY NOTE #2


 





	Effective Date: [•], 2022	U.S. $5,350,000.00


 


FOR VALUE RECEIVED, Intrusion
Inc., a Delaware corporation (“Borrower”), promises to pay to Streeterville
Capital, LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $5,350,000.00 and any
interest, fees, charges, and late fees accrued hereunder on the date that is eighteen (18) months after the Purchase Price Date (the “Maturity
Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of seven percent
(7%) per annum from the Purchase Price Date until the same is paid in full. All interest calculations hereunder shall be computed on the
basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance
with the terms of this Note. This Promissory Note #2 (this “Note”) is issued and made effective as of [•], 2022
(the “Effective Date”). This Note is issued pursuant to that certain Securities Purchase Agreement dated March 10,
2022, as the same may be amended from time to time, by and between Borrower and Lender (the “Purchase Agreement”).
Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.


 


This Note carries an OID of
$350,000.00. The purchase price for this Note shall be $5,000,000.00 (the “Purchase Price”), computed as follows: $5,350,000.00
original principal balance, less the OID. The Purchase Price shall be payable by Lender by wire transfer of immediately available funds.


 


1.                  
Payment; Prepayment.


 


1.1.            
Payment. All payments owing hereunder shall be in lawful money of the United States of America or Redemption Conversion
Shares (as defined below), as provided for herein, and delivered to Lender at the address or bank account furnished to Borrower for that
purpose. All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued
and unpaid interest, and thereafter, to (d) principal.


 


1.2.            
Prepayment. Borrower may pay all or any portion of the Outstanding Balance earlier than it is due; provided that in
the event Borrower elects to prepay all or any portion of the Outstanding Balance it shall pay to Lender: (a) 105% of the portion of the
Outstanding Balance Borrower elects to prepay if the prepayment occurs on or before the three-month anniversary of the Purchase Price
Date; (b) 107.5% of the portion of the Outstanding Balance Borrower elects to prepay if the prepayment occurs after the three-month anniversary
of the Purchase Price Date but on or before the six-month anniversary of the Purchase Price Date; and (c) 110% of the portion of the Outstanding
Balance Borrower elects to prepay if the prepayment occurs after the six-month anniversary of the Purchase Price Date. Early payments
of less than all principal, fees and interest outstanding will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s
remaining obligations hereunder. Notwithstanding the foregoing, to the extent there has been an acceleration of amounts due under the
Note, Borrower may pay all or a portion of the Outstanding Balance earlier than it is due at 100% of the portion of the Outstanding Balance
that Borrower elects to prepay.


 


2.                  
Security. This Note is unsecured.


 


3.                  
Redemptions.


 


3.1.            
Redemption Conversion Price. Subject to the adjustments set forth herein, the conversion price for each Redemption Conversion
(as defined below) shall be calculated pursuant to the following formula: 85% multiplied by the average of the two (2) lowest daily VWAPs
over the fifteen (15) Trading Days immediately preceding the applicable Redemption Conversion (the “Redemption Conversion Price”).


 


 


 






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3.2.            
Redemptions. Beginning on the date that is six (6) months after the Purchase Price Date, Lender shall have the right, exercisable
at any time in its sole and absolute discretion, to redeem up to $500,000.00 per calendar month (such amount, the “Redemption
Amount”) at any time by providing Borrower with a notice substantially in the form attached hereto as Exhibit A (each,
a “Redemption Notice” and, each date on which Lender delivers a Redemption Notice, a “Redemption Date”).
For the avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month. Payments of
each Redemption Amount may be made (a) in cash, or (b) in shares of Common Stock (the “Redemption Conversion Shares”)
in accordance with this Section 3.2 (each, a “Redemption Conversion”) per the following formula: the applicable Redemption
Amount being converted divided by the Redemption Conversion Price, or (c) by any combination of the foregoing, so long as the cash and
the Redemption Conversion Shares are delivered to Lender on or before the Delivery Date (as defined below). Notwithstanding the foregoing,
Borrower will not be entitled to elect a Redemption Conversion with respect to any portion of any applicable Redemption Amount and shall
be required to pay the entire amount of such Redemption Amount in cash, if on the applicable Redemption Date there is an Equity Conditions
Failure, and such failure is not waived in writing by Lender. Notwithstanding that failure to repay this Note in full by the Maturity
Date is an Event of Default, the Redemption Dates shall continue after the Maturity Date pursuant to this Section 3.2 until the Outstanding
Balance is repaid in full.


 


3.3.            
Allocation of Redemption Amounts. Following its receipt of a Redemption Notice, Borrower may either ratify Lender’s
proposed allocation in the applicable Redemption Notice or elect to change the allocation by written notice to Lender by email or fax
within one (1) Trading Day of its receipt of such Redemption Notice, so long as the sum of the cash payments and the amount of Redemption
Conversions equal the applicable Redemption Amount. If Borrower fails to notify Lender of its election to change the allocation prior
to the deadline set forth in the previous sentence, it shall be deemed to have ratified and accepted the allocation set forth in the applicable
Redemption Notice prepared by Lender. Borrower acknowledges and agrees that the amounts and calculations set forth thereon are subject
to correction or adjustment because of error, mistake, or any adjustment resulting from an Event of Default or other adjustment permitted
under the Transaction Documents (an “Adjustment”). Furthermore, no error or mistake in the preparation of such notices,
or failure to apply any Adjustment that could have been applied prior to the preparation of a Redemption Notice may be deemed a waiver
of Lender’s right to enforce the terms of any Note, even if such error, mistake, or failure to include an Adjustment arises from
Lender’s own calculation. Borrower shall deliver the Redemption Conversion Shares from any Redemption Conversion to Lender in accordance
with Section 7 below on or before each applicable Delivery Date.


 


4.                  
Trigger Events; Defaults; and Remedies.


 


4.1.            
Trigger Events. The following are trigger events under this Note (each, a “Trigger Event”): (a) Borrower
fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) Borrower fails to deliver
any Redemption Conversion Shares in accordance with the terms hereof; (c) a receiver, trustee or other similar official shall be appointed
over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed
or discharged within sixty (60) days; (d) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to
pay, its debts as they become due; (e) Borrower makes a general assignment for the benefit of creditors; (f) Borrower files a petition
for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (g) an involuntary bankruptcy proceeding is commenced
or filed against Borrower that shall not be dismissed or discharged within sixty (60) days; (h) Borrower defaults or otherwise fails to
observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document
(as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement;
(i) any representation, warranty or other statement made or furnished by or on behalf of Borrower to Lender herein, in any Transaction
Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect
when made or furnished; (j) the occurrence of a Fundamental Transaction without Lender’s prior written consent, which shall not
be unreasonably withheld; (k) Borrower effectuates a reverse split of its Common Shares without twenty (20) Trading Days prior written
notice to Lender; (l) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or
any of its property or other assets for more than $2,000,000.00 (in excess of any coverage limits of any applicable insurance or designated
reserves of Borrower), and shall remain unvacated, unbonded or unstayed for a period of sixty (60) calendar days unless otherwise consented
to by Lender; (m) Borrower fails to be DWAC Eligible; (n) Borrower fails to maintain the Share Reserve (as defined in the Purchase Agreement)
as required in the Purchase Agreement; or (o) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase
Agreement. Notwithstanding the foregoing, the occurrence of any of the event set forth in Section 4.1(c) – (o) above will not be
considered a Trigger Event if cured within five (5) Trading Days of the occurrence thereof. Notwithstanding anything herein to the contrary,
a breach by Borrower of Section 4(vii) of the Purchase Agreement shall not be considered a Trigger Event hereunder.


 


 


 






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4.2.            
Trigger Event Remedies. At any time following the occurrence of any Trigger Event, Lender may, at its option, increase the
Outstanding Balance by applying the Trigger Effect (subject to the limitation set forth below).


 


4.3.            
Defaults. At any time following the occurrence of a Trigger Event, Lender may, at its option, send written notice to Borrower
demanding that Borrower cure the Trigger Event within five (5) Trading Days. If Borrower fails to cure the Trigger Event within five (5)
Trading Days, the Trigger Event will automatically become an event of default hereunder (each, an “Event of Default”).


 


4.4.            
Default Remedies. At any time and from time to time following the occurrence of any Event of Default, Lender may accelerate
this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default
Amount. Notwithstanding the foregoing, upon the occurrence of any Trigger Event described in clauses (c), (d), (e), (f) or (g) of Section
4.1, an Event of Default will be deemed to have occurred and the Outstanding Balance as of the date of such Trigger Event shall become
immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender for
the Trigger Event to become an Event of Default. At any time following the occurrence of any Event of Default, upon written notice given
by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred
at an interest rate equal to the lesser of eighteen (18%) per annum or the maximum rate permitted under applicable law (“Default
Interest”). For the avoidance of doubt, Lender may continue making Redemption Conversions at any time following a Trigger Event
or an Event of Default until such time as the Outstanding Balance is paid in full. In connection with acceleration described herein, Lender
need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately
and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to
it under applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall
have all rights as a holder of the Note until such time, if any, as Lender receives full payment pursuant to this Section 4.4. No such
rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit
Lender’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to Borrower’s failure to timely deliver Redemption Conversion Shares upon Redemption
Conversion of the Note as required pursuant to the terms hereof.


 


5.                  
Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable
obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now
has or may have hereafter against Lender, its successors and assigns, and agrees to make the payments or Redemption Conversions called
for herein in accordance with the terms of this Note.


 


6.                  
Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party
granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or
consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or
commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.


 


7.                  
Method of Redemption Conversion Share Delivery. On or before the close of business on the third (3rd) Trading Day following
each Redemption Date (the “Delivery Date”), Borrower shall, provided it is DWAC Eligible at such time and such Redemption
Conversion Shares are eligible for delivery via DWAC, deliver or cause its transfer agent to deliver the applicable Redemption Conversion
Shares electronically via DWAC to the account designated by Lender in the applicable Redemption Notice. If Borrower is not DWAC Eligible
or such Redemption Conversion Shares are not eligible for delivery via DWAC, it shall deliver to Lender or its broker (as designated in
the Redemption Notice), via reputable overnight courier, a certificate representing the number of shares of Common Stock equal to the
number of Redemption Conversion Shares to which Lender shall be entitled, registered in the name of Lender or its designee. For the avoidance
of doubt, Borrower has not met its obligation to deliver Redemption Conversion Shares by the Delivery Date unless Lender or its broker,
as applicable, has actually received the certificate representing the applicable Redemption Conversion Shares no later than the close
of business on the relevant Delivery Date pursuant to the terms set forth above. Moreover, and notwithstanding anything to the contrary
herein or in any other Transaction Document, in the event Borrower or its transfer agent refuses to deliver any Redemption Conversion
Shares without a restrictive securities legend to Lender on grounds that such issuance is in violation of Rule 144 under the Securities
Act of 1933, as amended (“Rule 144”), Borrower shall deliver or cause its transfer agent to deliver the applicable
Redemption Conversion Shares to Lender with a restricted securities legend, but otherwise in accordance with the provisions of this Section
7. In conjunction therewith, Borrower will also deliver to Lender a written explanation from its counsel or its transfer agent’s
counsel opining as to why the issuance of the applicable Redemption Conversion Shares violates Rule 144 or what documentation will be
required for Borrower and its counsel to conclude that Lender is able to rely on Rule 144 in reselling such Redemption Conversion Shares.


 


 


 






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8.                  
Redemption Conversion Delays. If Borrower fails to deliver Redemption Conversion Shares by the applicable Delivery Date,
Lender may at any time prior to receiving the applicable Redemption Conversion Shares rescind in whole or in part such Redemption Conversion,
with a corresponding increase to the Outstanding Balance (any returned amount will tack back to the Purchase Price Date for purposes of
determining the holding period under Rule 144). In addition, for each Redemption Conversion, in the event that Redemption Conversion Shares
are not delivered by the Delivery Date, a late fee equal to 3% of the applicable Redemption Conversion Share Value rounded to the nearest
multiple of $100.00 but with a floor of $500.00 per day (but in any event the cumulative amount of such late fees for each Redemption
Conversion shall not exceed 250% of the applicable Redemption Conversion Share Value) will be assessed for each day after the Delivery
Date until Redemption Conversion Share delivery is made; and such late fee will be added to the Outstanding Balance (such fees, the “Redemption
Conversion Delay Late Fees”).


 


9.                  
Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents,
Borrower shall not effect any conversion of this Note to the extent that after giving effect to such conversion would cause Lender (together
with its affiliates) to beneficially own a number of shares exceeding 9.99% of the number of shares of Common Stock outstanding on such
date (including for such purpose the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”).
For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. By written
notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective
until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and
shall apply to all affiliates and assigns of Lender.


 


10.              
Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the
right to have any such opinion provided by its counsel; provided, however, Borrower shall have the right to approve the attorney
used by Lender; which consent may not be unreasonably withheld.


 


11.              
 Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect
to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine
the proper venue for any disputes are incorporated herein by this reference.


 


12.              
Arbitration of Disputes. By its issuance or acceptance of this Note, each party agrees to be bound by the Arbitration Provisions
(as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.


 


13.              
Cancellation. After repayment or conversion of the entire Outstanding Balance, this Note shall be deemed paid in full, shall
automatically be deemed canceled, and shall not be reissued.


 


14.              
Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Note.


 


15.              
Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note and any shares of
Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent of Borrower.


 


16.              
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be
given in accordance with the subsection of the Purchase Agreement titled “Notices.”


 


17.              
Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions
of this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’
inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Lender
and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties but
instead are intended by the parties to be, and shall be deemed, liquidated damages (under Lender’s and Borrower’s expectations
that any such liquidated damages will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144).


 


18.              
Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve
the objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and
effect.


 


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signature page follows]


 


 


 






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IN WITNESS WHEREOF, Borrower
has caused this Note to be duly executed as of the Effective Date.


 





	 	BORROWER:
	 	 
	 	Intrusion
Inc.
	 	 	 
	 	 	 
	 	By:	/s/ Anthony Scott
	 	 	Anthony Scott, CEO
	 	 	 
	 	 	 



 


	ACKNOWLEDGED, ACCEPTED AND AGREED:	 
	 	 
	LENDER:	 
	 	 
	Streeterville
Capital, LLC	 
	 	 	 
	 	 	 
	By:	/s/ John M. Fife	 
	 	John M. Fife, President	 


 








 


 



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to Promissory Note #2]


 


 


 






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ATTACHMENT 1


DEFINITIONS


 


For purposes of this
Note, the following terms shall have the following meanings:


 


A1.             
“Closing Bid Price” and “Closing Trade Price” means the last closing bid price and last closing
trade price, respectively, for the Common Stock on its principal market, as reported by Bloomberg, L.P. (“Bloomberg”),
or, if its principal market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade
price (as the case may be), then the last bid price or last trade price, respectively, of the Common Stock prior to 4:00:00 p.m.,
New York time, as reported by Bloomberg, or, if its principal market is not the principal securities exchange or trading market for the
Common Stock, the last closing bid price or last trade price, respectively, of the Common Stock on the principal securities exchange or
trading market where the Common Stock is listed or traded, as reported by Bloomberg, or if the foregoing do not apply, the last closing
bid price or last trade price, respectively, of the Common Stock in the over-the-counter market on the electronic bulletin board for the
Common Stock, as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for the Common Stock
by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for the Common Stock, as reported by
OTC Markets Group, Inc., and any successor thereto. If the Closing Bid Price or the Closing Trade Price cannot be calculated for the Common
Stock on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Trade Price (as the case may be) of the
Common Stock on such date shall be the fair market value as mutually determined by Lender and Borrower. All such determinations shall
be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.


 


A2.             
“DTC” means the Depository Trust Company or any successor thereto.


 


A3.             
“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer program.


 


A4.             
“DWAC” means the DTC’s Deposit/Withdrawal at Custodian system.


 


A5.             
“DWAC Eligible” means that (a) Borrower’s Common Stock is eligible at DTC for full services pursuant to
DTC’s operational arrangements, including without limitation transfer through DTC’s DWAC system; (b) Borrower has been approved
(without revocation) by DTC’s underwriting department; (c) Borrower’s transfer agent is approved as an agent in the DTC/FAST
Program; (d) the Redemption Conversion Shares are otherwise eligible for delivery via DWAC; and (e) Borrower’s transfer agent does
not have a policy prohibiting or limiting delivery of the Redemption Conversion Shares via DWAC.


 


A6.             
“Equity Conditions Failure” means that any of the following conditions has not been satisfied on any given Redemption
Date: (a) with respect to the applicable date of determination all of the Redemption Conversion Shares would be (i) registered for
trading under applicable federal and state securities laws, (ii) freely tradable under Rule 144, or (iii) otherwise freely tradable without
the need for registration under any applicable federal or state securities laws; (b) the applicable Redemption Conversion Shares would
be eligible for immediate resale by Lender; (c) no Trigger Event shall have occurred or be continuing hereunder; (d) the average
and median daily dollar volume of the Common Stock on its principal market for the previous twenty (20) and two hundred (200) Trading
Days shall be greater than $50,000.00; and (e) the Common Stock is trading on Nasdaq or NYSE.


 


 


 


 


 


 


 


 


 


 


 


Attachment 1 to Promissory Note #2, Page 1


 


 


 






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A7.             
“Fundamental Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly,
in one or more related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the surviving
corporation) any other person or entity, or (ii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more
related transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective
properties or assets to any other person or entity, or (iii) Borrower or any of its subsidiaries shall, directly or indirectly, in
one or more related transactions, allow any other person or entity to make a purchase, tender or exchange offer that is accepted by the
holders of more than 50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held
by the person or persons making or party to, or associated or affiliated with the persons or entities making or party to, such purchase,
tender or exchange offer), or (iv) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,
consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with any other person or entity whereby such other person or entity acquires more than 50% of the outstanding
shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the other persons or entities making
or party to, or associated or affiliated with the other persons or entities making or party to, such stock or share purchase agreement
or other business combination), or (v) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related
transactions, reorganize, recapitalize or reclassify the Common Stock, other than an increase in the number of authorized shares of Borrower’s
Common Stock, or (b) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and
14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as
defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued
and outstanding voting stock of Borrower.


 


A8.             
“Major Trigger Event” means any Trigger Event occurring under Sections 4.1(a), 4.1(n) or 4.1(o).


 


A9.             
“Mandatory Default Amount” means the Outstanding Balance following the application of the Trigger Effect.


 


A10.          
“Minor Trigger Event” means any Trigger Event that is not a Major Trigger Event.


 


A11.          
“OID” means an original issue discount.


 


A12.          
“Outstanding Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as
the case may be, pursuant to the terms hereof for payment, Redemption Conversion, offset, or otherwise, plus the OID, accrued but unpaid
interest, collection and enforcements costs (including attorneys’ fees) incurred by Lender, transfer, stamp, issuance and similar
taxes and fees related to Redemption Conversions, and any other fees or charges (including without limitation Redemption Conversion Delay
Late Fees) incurred under this Note.


 


A13.          
“Purchase Price Date” means the date the Purchase Price is delivered by Lender to Borrower.


 


A14.          
“Redemption Conversion Share Value” means the product of the number of Redemption Conversion Shares deliverable
pursuant to any Redemption Notice multiplied by the Closing Trade Price of the Common Stock on the Delivery Date for such Redemption Conversion.


 


A15.          
“Trading Day” means any day on which the New York Stock Exchange (or such other principal market for the Common
Stock) is open for trading.


 


A16.          
 “Trigger Effect” means multiplying the Outstanding Balance as of the date the applicable Trigger Event occurred
(after giving effect to any opportunity to cure) by (a) fifteen percent (15%) for each occurrence of any Major Trigger Event, or (b) five
percent (5%) for each occurrence of any Minor Trigger Event, and then adding the resulting product to the Outstanding Balance as of the
date the applicable Trigger Event occurred, with the sum of the foregoing then becoming the Outstanding Balance under this Note as of
the date the applicable Trigger Event occurred; provided that the Trigger Effect may only be applied two (2) times hereunder with respect
to Major Trigger Events and three (3) times hereunder with respect to Minor Trigger Events; and provided further that the Trigger Effect
shall not apply to any Trigger Event pursuant to Section 4.1(b) hereof. Notwithstanding the foregoing, the maximum aggregated application
of the Trigger Effect will not exceed twenty-five percent (25%).


 


A17.          
“VWAP” means the volume weighted average price of the Common Stock on the principal market for a particular
Trading Day or set of Trading Days, as the case may be, as reported by Bloomberg.


 


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Attachment 1 to Promissory Note #2, Page 2

 


 


 






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EXHIBIT A


 


Streeterville Capital, LLC


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 





	Intrusion Inc.	Date: _____________
	Attn: Anthony Scott	 
	101 East Park Blvd, Suite 1200	 
	Plano, Texas 75074	 


 


REDEMPTION NOTICE


 


The above-captioned Lender hereby gives notice
to Intrusion Inc., a Delaware corporation (the “Borrower”), pursuant to that certain Promissory Note #2 made by Borrower
in favor of Lender on March 10, 2022 (the “Note”), that Lender elects to redeem a portion of the Note in Redemption
Conversion Shares or in cash as set forth below. In the event of a conflict between this Redemption Notice and the Note, the Note shall
govern, or, in the alternative, at the election of Lender in its sole discretion, Lender may provide a new form of Redemption Notice to
conform to the Note. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.


 


PROPOSED REDEMPTION INFORMATION 


 


		A.	Redemption Date: ____________, 201_



		B.	Redemption Amount: ____________



		C.	Portion of Redemption Amount to be Paid in Cash: ____________



		D.	Portion of Redemption Amount to be Converted into Common Stock: ____________ (B minus C)



		E.	Redemption Conversion Price: _______________



		F.	Redemption Conversion Shares: _______________ (D divided by E)



		G.	Remaining Outstanding Balance of Note: ____________ *



 


* Subject to adjustments for corrections, defaults,
interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms of which shall
control in the event of any dispute between the terms of this Redemption Notice and such Transaction Documents.


 


Please transfer the Redemption Conversion
Shares, if applicable, electronically (via DWAC) to the following account:





	Broker: _______________________	 	Address:	_______________________
	DTC #: _______________________	 	 	_______________________
	Account #: ____________________	 	 	_______________________
	Account Name: _________________	 	 	 


 


To the extent the Redemption
Conversion Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated shares to Lender
via reputable overnight courier after receipt of this Redemption Notice (by facsimile transmission or otherwise) to:


_____________________________________


_____________________________________


_____________________________________


 


 


 


Exhibit A to Promissory Note #2, Page 1


 


 


 






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Sincerely,


 


Lender:


 


Streeterville
Capital, LLC


 


 


	By:	/s/ John M. Fife	 
	 	John M. Fife, President	 



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit A to Promissory Note #2, Page 2


 


 


 






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