IF IN ANY RESPECT SUCH
REPRESENTATIONS AND WARRANTIES SHALL NOT BE TRUE, ACCURATE AND COMPLETE PRIOR TO
OR AT SUCH ACCEPTANCE, THE INVESTOR SHALL GIVE IMMEDIATE NOTICE OF SUCH FACT TO
THE COMPANY, BY FACSIMILE WITH WRITTEN CONFIRMATION OF RECEIPT, SPECIFYING WHICH
REPRESENTATIONS AND WARRANTIES ARE NOT TRUE, ACCURATE AND COMPLETE AND THE
REASONS THEREFOR.
4.
INDEMNIFICATION. THE INVESTOR ACKNOWLEDGES THAT THE INVESTOR
UNDERSTANDS THE MEANING AND LEGAL CONSEQUENCES OF THE REPRESENTATIONS AND
WARRANTIES MADE BY THE INVESTOR HEREIN, AND THAT THE COMPANY IS RELYING ON SUCH
REPRESENTATIONS AND WARRANTIES IN MAKING ITS DETERMINATION TO ACCEPT OR REJECT
THIS SUBSCRIPTION. THE INVESTOR HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS THE
COMPANY, EACH MANAGER, OFFICER AND EMPLOYEE THEREOF AND EACH PERSON WHO CONTROLS
THE COMPANY FROM AND AGAINST ANY AND ALL LOSS, DAMAGE OR LIABILITY DUE TO OR
ARISING OUT OF A BREACH OR INACCURACY OF ANY REPRESENTATION OR WARRANTY OF THE
INVESTOR CONTAINED IN THIS SUBSCRIPTION AGREEMENT. ALL REPRESENTATIONS,
WARRANTIES AND COVENANTS AND THE INDEMNIFICATION CONTAINED IN THIS SUBSCRIPTION
AGREEMENT SHALL SURVIVE THE ACCEPTANCE OF THE SUBSCRIPTION AND THE ISSUANCE TO
THE INVESTOR OF THE STOCK.
5.
TRANSFERABILITY. THE INVESTOR AGREES NOT TO TRANSFER OR ASSIGN
THIS SUBSCRIPTION AGREEMENT, OR ANY INTEREST HEREIN, AND FURTHER AGREES THAT THE
ASSIGNMENT AND TRANSFER OF THE STOCK ACQUIRED PURSUANT HERETO SHALL BE MADE ONLY
IN ACCORDANCE WITH APPLICABLE LAW AND THE COMPANY AGREEMENT.
6.
NO REVOCATION. THE INVESTOR AGREES THAT THIS SUBSCRIPTION
AGREEMENT AND ANY AGREEMENT OF THE INVESTOR MADE HEREUNDER IS IRREVOCABLE, AND
THAT THIS SUBSCRIPTION AGREEMENT SHALL SURVIVE THE DEATH OR DISABILITY OF THE
INVESTOR.
7.
NOTICES. ALL NOTICES OR OTHER COMMUNICATIONS GIVEN OR MADE
HEREUNDER SHALL BE IN WRITING AND SHALL BE DELIVERED OR MAILED BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, OR DELIVERED BY
FACSIMILE WITH WRITTEN CONFIRMATION OF RECEIPT TO THE INVESTOR AT THE ADDRESS
SET FORTH BELOW AND TO THE COMPANY, C/O INTRUSION INC., 1101 E. ARAPAHO ROAD,
SUITE 200, RICHARDSON, TEXAS 75081, TELEPHONE:
972.234.6400, FAX 972.301.3892,
OR AT SUCH OTHER PLACE AS THE COMPANY MAY DESIGNATE BY WRITTEN NOTICE TO THE
INVESTOR.
8.
EXPENSES. THE INVESTOR WILL PAY THE INVESTOR'S OWN EXPENSES
RELATING TO THIS SUBSCRIPTION AGREEMENT AND THE PURCHASE OF STOCK HEREUNDER.
9.
ENTIRE AGREEMENT; AMENDMENTS. THIS SUBSCRIPTION AGREEMENT
SUPERSEDES ALL PRIOR AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO ITS SUBJECT
MATTER AND CONSTITUTES A COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS OF THE
AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO ITS SUBJECT MATTER. NEITHER THIS
SUBSCRIPTION AGREEMENT NOR ANY TERM HEREOF MAY BE CHANGED, WAIVED, DISCHARGED OR
TERMINATED ORALLY, WITHOUT THE WRITTEN CONSENT OF THE INVESTOR AND THE COMPANY.
10.
COUNTERPARTS. THIS SUBSCRIPTION AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL AND ALL OF WHICH
TAKEN TOGETHER SHALL CONSTITUTE ONE AGREEMENT.
11.
GOVERNING LAW. THIS SUBSCRIPTION AGREEMENT AND ALL AMENDMENTS
HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS, WITHOUT REFERENCE TO PROVISIONS CONCERNING THE