EXHIBIT 4.4


 


THIS
WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER
SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR
TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO
SUCH SECURITIES IS THEN IN EFFECT, OR IN THE OPINION OF COUNSEL (WHICH OPINION
IS REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES), SUCH
REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS IS
NOT REQUIRED.


 


	
  Date: December 2, 2005

  	
   

  	
  Warrant to Purchase

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Shares

  



 


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.


 


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.


 


1.             Exercise
Period and Vesting.  The
exercise period is the period beginning on the date of this Warrant (the “Issuance
Date”) and ending at 5:00 p.m., Dallas, Texas time, five years from the
Issuance Date (the “Exercise Period”). 
This Warrant is vested in full as of the Issuance Date and is
immediately exercisable by Holder.  This
Warrant will terminate automatically and immediately upon the expiration of the
Exercise Period.


 


2.             Exercise of
Warrant; Cashless Exercise. 
This Warrant may be exercised, in whole or in part, at any time and from
time to time during the Exercise Period. 
Such exercise shall be accomplished by tender to the Company of the
purchase price set forth above as the warrant price (the “Warrant Price”),
either (a) in cash, by wire transfer or by certified check or bank cashier’s
check, payable to the order of the Company, or (b) by surrendering such
number of shares of Common Stock received upon exercise of this Warrant with a
current market price equal to the Warrant Price (a “Cashless Exercise”),
together with presentation and surrender to the Company of


 





















 


this Warrant with
an executed subscription in substantially the form attached hereto as Exhibit A
(the “Subscription”). Upon receipt of the foregoing, the Company will, or will
cause its transfer agent to, deliver to the Holder, as promptly as possible, a
certificate or certificates representing the shares of Common Stock so
purchased, registered in the name of the Holder or its transferee (as permitted
under Section 3 below).  With
respect to any exercise of this Warrant, the Holder will for all purposes be
deemed to have become the holder of record of the number of shares of Common
Stock purchased hereunder on the date this Warrant, a properly executed
Subscription and payment of the Warrant Price is received by the Company (the “Exercise
Date”), irrespective of the date of delivery of the certificate evidencing such
shares, except that, if the date of such receipt is a date on which the stock
transfer books of the Company are closed, such person will be deemed to have
become the holder of such shares at the close of business on the next
succeeding date on which the stock transfer books are open.  Fractional shares of Common Stock will not be
issued upon the exercise of this Warrant. 
In lieu of any fractional shares that would have been issued but for the
immediately preceding sentence, the Holder will be entitled to receive cash
equal to the current market price of such fraction of a share of Common Stock
on the trading day immediately preceding the Exercise Date.  In the event this Warrant is exercised in
part, the Company shall issue a new Warrant to the Holder covering the
aggregate number of shares of Common Stock as to which this Warrant remains
exercisable for.


 


If the Holder elects to conduct a Cashless Exercise,
the Company shall cause to be delivered to the Holder a certificate or
certificates representing the number of shares of Common Stock computed using
the following formula:


 


X = Y (A-B)
                A


 


Where:


 


	
  X

  	
  =

  	
  the number
  of shares of Common Stock to be issued to Holder;

  
	
   

  	
   

  	
   

  
	
  Y

  	
  =

  	
  the portion
  of the Warrant (in number of shares of Common Stock) being exercised by
  Holder (at the date of such

  
	
   

  	
   

  	
  calculation);

  
	
   

  	
   

  	
   

  
	
  A

  	
  =

  	
  the fair market
  value of one share of Common Stock on the Exercise Date (as calculated
  below); and

  
	
   

  	
   

  	
   

  
	
  B

  	
  =

  	
  Warrant
  Price (as adjusted to the date of such calculation).

  



 


For purposes of the foregoing calculation, “fair
market value of one share of Common Stock on the Exercise Date” shall
mean:  (i) if the principal trading
market for such securities is a national or regional securities exchange, the
closing price on such exchange for day immediately prior to such Exercise Date;
(ii) if sales prices for shares of Common Stock are reported by the Nasdaq
National Market System or Nasdaq Small Cap Market (or a similar system then in
use), the last reported sales price for the day immediately prior to such
Exercise Date; or (iii) if neither (i) nor (ii) above are
applicable, and if bid and ask prices for shares of Common Stock are reported
in the over-the-counter market by Nasdaq (or, if not so reported, by the
National Quotation Bureau), the average of the high bid and low ask prices so
reported for the ten (10) trading days immediately prior to such


 


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Exercise Date. 
Notwithstanding the foregoing, if there is no reported closing price,
last reported sales price, or bid and ask prices, as the case may be, for the
period in question, then the current market price shall be determined as of the
latest ten (10) day period prior to such day for which such closing price,
last reported sales price, or bid and ask prices, as the case may be, are
available, unless such securities have not been traded on an exchange or in the
over-the-counter market for 30 or more days immediately prior to the day in
question, in which case the current market price shall be determined in good
faith by, and reflected in a formal resolution of, the Board of Directors of
the Company.  The Company acknowledges
and agrees that this Warrant was issued on the Issuance Date.


 


3.             Transferability and Exchange.


 


(a)           This Warrant, and the
Common Stock issuable upon the exercise hereof, may not be sold, transferred,
pledged or hypothecated unless the Company shall have been provided with an
opinion of counsel, or other evidence reasonably satisfactory to it, that such
transfer is not in violation of the Securities Act, and any applicable state
securities laws.  Subject to the
satisfaction of the aforesaid condition, this Warrant and the underlying shares
of Common Stock shall be transferable from time to time by the Holder upon
written notice to the Company.  If this
Warrant is transferred, in whole or in part, the Company shall, upon surrender
of this Warrant to the Company, deliver to each transferee a Warrant evidencing
the rights of such transferee to purchase the number of shares of Common Stock
that such transferee is entitled to purchase pursuant to such transfer.  The Company may place a legend similar to the
legend at the top of this Warrant on any replacement Warrant and on each
certificate representing shares issuable upon exercise of this Warrant or any
replacement Warrants.  Only a registered
Holder may enforce the provisions of this Warrant against the Company.  A transferee of the original registered
Holder becomes a registered Holder only upon delivery to the Company of the
original Warrant and an original Assignment, substantially in the form set
forth in Exhibit B attached hereto.


 


(b)           This Warrant is
exchangeable upon its surrender by the Holder to the Company for new Warrants
of like tenor and date representing in the aggregate the right to purchase the
number of shares purchasable hereunder, each of such new Warrants to represent
the right to purchase such number of shares as may be designated by the Holder
at the time of such surrender.


 


4.             Adjustments
to Warrant Price and Number of Shares Subject to Warrant.  The Warrant Price and the number of shares of
Common Stock purchasable upon the exercise of this Warrant are subject to
adjustment from time to time upon the occurrence of any of the events specified
in this Section 4.  For the purpose
of this Section 4, “Common Stock” means shares now or hereafter authorized
of any class of common stock of the Company and any other stock of the Company,
however designated, that has the right to participate in any distribution of
the assets or earnings of the Company without limit as to per share amount
(excluding, and subject to any prior rights of, any class or series of
preferred stock).


 


(a)           In case the Company
shall (i) pay a dividend or make a distribution in shares of Common Stock
or other securities, (ii) subdivide its outstanding shares of Common Stock
into a greater number of shares, (iii) combine its outstanding shares of
Common Stock into a smaller number of shares, or (iv) issue by
reclassification of its shares of Common Stock other securities of the Company,
then the Warrant Price in effect at the time of the record date for such
dividend or on


 


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the effective date
of such subdivision, combination or reclassification, and/or the number and
kind of securities issuable on such date, shall be proportionately adjusted so
that the Holder of any Warrant thereafter exercised shall be entitled to
receive the aggregate number and kind of shares of Common Stock (or such other
securities other than Common Stock) of the Company, at the same aggregate
Warrant Price, that, if such Warrant had been exercised immediately prior to
such date, the Holder would have owned upon such exercise and been entitled to
receive by virtue of such dividend, distribution, subdivision, combination or
reclassification.  Such adjustment shall
be made successively whenever any event listed above shall occur.


 


(b)           Notwithstanding any
provision herein to the contrary, no adjustment in the Warrant Price shall be
required unless such adjustment would require an increase or decrease of at
least 1% in the Warrant Price; provided, however, that any adjustments which by
reason of this subsection (b) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment.  All calculations under this Section 4
shall be made to the nearest cent or the nearest one-hundredth of a share, as
the case may be.


 


(c)           In the event that at
any time, as a result of an adjustment made pursuant to subsection (a) above,
the Holder of any Warrant thereafter exercised shall become entitled to receive
any shares of capital stock of the Company other than shares of Common Stock,
thereafter the number of such other shares so receivable upon exercise of any
Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
shares of Common Stock contained in this Section 4, and the other
provisions of this Warrant shall apply on like terms to any such other shares.


 


(d)           If the Company merges
or consolidates into or with another corporation or entity, or if another
corporation or entity merges into or with the Company (excluding such a merger
in which the Company is the surviving or continuing corporation and which does
not result in any reclassification, conversion, exchange, or cancellation of
the outstanding shares of Common Stock), or if all or substantially all of the
assets or business of the Company are sold or transferred to another
corporation, entity, or person, then, as a condition to such consolidation,
merger, or sale (a “Transaction”), lawful and adequate provision shall be made
whereby the Holder shall have the right from and after the Transaction to
receive, upon exercise of this Warrant and upon the terms and conditions
specified herein and in lieu of the shares of the Common Stock that would have
been issuable if this Warrant had been exercised immediately before the
Transaction, such shares of stock, securities, or assets as the Holder would
have owned immediately after the Transaction if the Holder had exercised this
Warrant immediately before the effective date of the Transaction; provided,
however, that if so required by the acquiror in connection with any
Transaction, this Warrant shall be deemed exercised pursuant to a Cashless
Exercise, or if the Warrant Price is greater than the consideration paid per
share of Common Stock in such Transaction, shall be deemed cancelled, in each
case immediately prior to the consummation of such Transaction.


 


5.             Registration
Rights.  The Company hereby
grants to Holder, with respect to the shares of Common Stock underlying this
Warrant, registration rights identical to those that are granted to Purchasers
in the Placement (as such terms are defined in that certain Placement Agency
Agreement, dated as of November       ,
2005, by and between the Company and Stonegate Securities, Inc.; it being
specifically agreed and understood that the shares of Common Stock underlying
this Warrant will be included in any registration statement filed by the
Company which


 


4





















 


includes shares of
Common Stock, or shares of Common Stock underlying any securities, issued to
Purchasers in the Placement); provided that the investors party thereto agree
to include such shares in such registration pursuant to any agreement governing
such registration rights and the Holder agrees to become a party to any such
agreement.


 


6.             Reservation
of Shares.  The Company agrees
at all times to reserve and hold available out of its authorized but unissued
shares of Common Stock the number of shares of Common Stock issuable upon the
full exercise of this Warrant.  The
Company further covenants and agrees that all shares of Common Stock that may
be delivered upon the exercise of this Warrant will, upon delivery, be fully
paid and nonassessable and free from all taxes, liens and charges with respect
to the purchase thereof hereunder.


 


7.             Notices to
Holder.  Upon any adjustment
of the Warrant Price (or number of shares of Common Stock purchasable upon the
exercise of this Warrant) pursuant to Section 4, the Company shall
promptly thereafter cause to be given to the Holder written notice of such
adjustment.  Such notice shall include
the Warrant Price (and/or the number of shares of Common Stock purchasable upon
the exercise of this Warrant) after such adjustment, and shall set forth in
reasonable detail the Company’s method of calculation and the facts upon which
such calculations were based.  Where
appropriate, such notice shall be given in advance and included as a part of
any notice required to be given under the other provisions of this Section 7.


 


In the event of (a) any fixing by the Company of
a record date with respect to the holders of any class of securities of the
Company for the purpose of determining which of such holders are entitled to
dividends or other distributions, or any rights to subscribe for, purchase or
otherwise acquire any shares of capital stock of any class or any other
securities or property, or to receive any other right, (b) any capital
reorganization of the Company, or reclassification or recapitalization of the
capital stock of the Company or any transfer of all or substantially all of the
assets or business of the Company to, or consolidation or merger of the Company
with or into, any other entity or person, or (c) any voluntary or
involuntary dissolution or winding up of the Company, then and in each such
event the Company will give the Holder a written notice specifying, as the case
may be (i) the record date for the purpose of such dividend, distribution,
or right, and stating the amount and character of such dividend, distribution,
or right; or (ii) the date on which any such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
conveyance, dissolution, liquidation, or winding up is to take place and the
time, if any is to be fixed, as of which the holders of record of Common Stock
(or such capital stock or securities receivable upon the exercise of this
Warrant) shall be entitled to exchange their shares of Common Stock (or such
other stock securities) for securities or other property deliverable upon such
event.  Any such notice shall be given at
least 10 days prior to the earliest date therein specified.


 


8.             No Rights as
a Stockholder.  This Warrant
does not entitle the Holder to any voting rights or other rights as a
stockholder of the Company, nor to any other rights whatsoever except the
rights herein set forth.


 


9.             Additional
Covenants of the Company.  For
so long as the Common Stock is listed for trading on any regional or national
securities exchange or Nasdaq (National Market or Small Cap System), the
Company shall, upon issuance of any shares for which this Warrant is
exercisable, at its expense, promptly obtain and maintain the listing of such
shares.  The Company shall also comply


 


5





















 


with the reporting
requirements of Sections 13 and 15(d) of the Exchange Act for so long as
and to the extent that such requirements apply to the Company.


 


The Company shall not, by amendment of its Certificate
of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms of this Warrant.  Without
limiting the generality of the foregoing, the Company (a) will not
increase the par value of any shares of capital stock receivable upon exercise
of this Warrant above the amount payable therefor upon such exercise, and (b) will
take all such actions as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable stock.


 


10.           Successors
and Assigns.  This Agreement
shall be binding upon and inure to the benefit of the Company, the Holder and
their respective successors and permitted assigns.


 


11.           Notices.  The Company agrees to maintain a ledger of
the ownership of this Warrant (the “Ledger”). 
Any notice hereunder shall be given by registered or certified mail if
to the Company, at its principal executive office and, if to the Holder, to its
address shown in the Ledger of the Company; provided, however, that the Holder
may at any time on three (3) days written notice to the Company designate
or substitute another address where notice is to be given.  Notice shall be deemed given and received
after a certified or registered letter, properly addressed with postage
prepaid, is deposited in the U.S. mail.


 


12.           Severability.  Every provision of this Warrant is intended
to be severable. If any term or provision hereof is illegal or invalid for any
reason whatsoever, such illegality or invalidity shall not affect the remainder
of this Warrant.


 


13.           Governing
Law.  This Warrant shall be
governed by and construed in accordance with the laws of the State of Texas
without giving effect to the principles of choice of laws thereof.


 


14.           Attorneys’
Fees.  In any action or
proceeding brought to enforce any provision of this Warrant, the prevailing
party shall be entitled to recover reasonable attorneys’ fees in addition to
its costs and expenses and any other available remedy.


 


15.           Entire
Agreement.  This Warrant
(including the Exhibits attached hereto) constitutes the entire understanding
between the Company and the Holder with respect to the subject matter hereof,
and supersedes all prior negotiations, discussions, agreements and
understandings relating to such subject matter.


 


IN WITNESS WHEREOF, the Company has caused this
Warrant to be executed by its duly authorized officer as of the date first set
forth above.


 


	
   

  	
  INTRUSION INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title: Chairman, President & CEO

  



 


6





















 


Exhibit A


 


SUBSCRIPTION
FORM


 


(To be Executed by the Holder
to Exercise the Rights To Purchase Common Stock Evidenced by the Within
Warrant)


 


The undersigned hereby irrevocably subscribes for                 
shares (the “Stock”) of the Common Stock of Intrusion, Inc. (the “Company”)
pursuant to and in accordance with the terms and conditions of the attached
Warrant (the “Warrant”), and hereby makes payment of $                
therefor by [tendering cash, wire transferring or delivering a certified check
or bank cashier’s check, payable to the order of the Company] [surrendering                 
shares of Common Stock received upon exercise of the Warrant, which shares have
a current market price equal to such payment as required in Section 2 of
the Warrant].  The undersigned requests
that a certificate for the Stock be issued in the name of the undersigned and
be delivered to the undersigned at the address stated below.  If the Stock is not all of the shares
purchasable pursuant to the Warrant, the undersigned requests that a new
Warrant of like tenor for the balance of the remaining shares purchasable
thereunder be delivered to the undersigned at the address stated below.


 


In connection with the issuance of the Stock, I hereby
represent to the Company that I am acquiring the Stock for my own account for
investment and not with a view to, or for resale in connection with, a
distribution of the shares within the meaning of the Securities Act of 1933, as
amended (the “Securities Act”).


 


I understand that because the Stock has not been
registered under the Securities Act, I must hold such Stock indefinitely unless
the Stock is subsequently registered and qualified under the Securities Act or
is exempt from such registration and qualification. I shall make no transfer or
disposition of the Stock unless (a) such transfer or disposition can be made
without registration under the Securities Act by reason of a specific exemption
from such registration and such qualification, or (b) a registration
statement has been filed pursuant to the Securities Act and has been declared
effective with respect to such disposition. 
I agree that each certificate representing the Stock delivered to me
shall bear substantially the same as set forth on the front page of the
Warrant.


 


I agree that each certificate representing the Stock
delivered to me shall bear substantially the same legend as set forth on the
front page of the Warrant.


 


I further agree that the Company may place stop orders
on the certificates evidencing the Stock with the transfer agent, if any, to
the same effect as the above legend.  The
legend and stop transfer notice referred to above shall be removed only upon my
furnishing to the Company of an opinion of counsel (reasonably satisfactory to
the Company) to the effect that such legend may be removed.


 


	
  Date:

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  
						



 


A-1





















 


Exhibit B


 


ASSIGNMENT


 


(To be
Executed by the Holder to Effect Transfer of the Attached Warrant)


 


For Value Received                                                              
hereby sells, assigns and transfers to                                                the
Warrant attached hereto and the rights represented thereby to purchase                   
shares of Common Stock in accordance with the terms and conditions hereof, and
does hereby irrevocably constitute and appoint                                              
as attorney to transfer such Warrant on the books of the Company with full
power of substitution.


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  



 


	
  Please print or typewrite

  	
   

  	
  Please insert Social Security

  
	
  name and address of

  	
   

  	
  or other Tax Identification

  
	
  assignee:

  	
   

  	
  Number of Assignee:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


B-1