Exhibit 4.1


 


Intrusion Series 3 5% Convertible Preferred


 


[FACE OF CERTIFICATE]


NUMBER


P3


INCORPORATED UNDER THE
LAWS OF THE STATE OF DELAWARE


SEE REVERSE SIDE FOR
RESTRICTIONS


INTRUSION INC.


SHARES


SERIES 3 5% CONVERTIBLE PREFERRED
STOCK


SEE REVERSE FOR CERTAIN
DEFINITIONS AND RESTRICTIONS ON TRANSFER


THIS CERTIFIES THAT


is the OWNER of


FULLY PAID AND
NON-ASSESSABLE SHARES OF PREFERRED STOCK, $.01 PAR VALUE PER SHARE, OF
INTRUSION INC. (herein called the “Corporation”) transferable on the books of
the Corporation by the holder hereof, in person or by duly authorized attorney,
upon surrender of this Certificate properly endorsed or accompanied by a proper
assignment. This Certificate and the shares represented hereby are issued under
and shall be held subject to all of the provisions of the Certificate of
Incorporation and the By-laws of the Corporation, and all amendments thereto,
copies of which are on file at the principal offices of the Corporation, to all
of which the holder of this Certificate, by acceptance hereof, assents. IN
WITNESS WHEREOF, the Corporation has caused the facsimile signatures of its
duly authorized officers and its facsimile seal to be hereunto affixed.


[SIGNATURE]


PRESIDENT AND CHIEF
EXECUTIVE OFFICER


[SIGNATURE]


SECRETARY


[CORPORATE SEAL]


DATED:


 


[REVERSE OF CERTIFICATE]


INTRUSION INC.


THE SECURITIES REPRESENTED
BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE
SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE
SECURITIES LAWS OR INTRUSION INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL
THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE
PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED, WHICH OPINION
AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO INTRUSION INC. INTRUSION INC.
WILL FURNISH TO EACH HOLDER OF ITS 5% CONVERTIBLE PREFERRED STOCK WHO SO
REQUESTS WITHOUT CHARGE A COPY OF THE CERTIFICATE OF DESIGNATIONS SETTING FORTH
THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR
OTHER SPECIAL RIGHTS OF SUCH STOCK AND ANY OTHER CLASS OR SERIES THEREOF AND
THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS.


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


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


TEN COM - as tenants in
common


TEN ENT - as tenants by
the entireties


 


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


UNIF GIFT MIN ACT -
                                                                            (Cust)
Custodian


                                                                         (Minor)
under Uniform Gifts to Minors Act


                                                                                                                                    
(State)


Additional abbreviations
may also be used though not in the above list.


For Value Received,


hereby sell(s), assign(s)
and transfer(s) unto


PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


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


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


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


Dated


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


X (SIGNATURE)


X (SIGNATURE)


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


SIGNATURE(S) GUARANTEED
BY:


 


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