Exhibit 10.2
PLACEMENT AGENCY AGREEMENT
This Placement Agency Agreement (this "Agreement") is made and entered into as
of February 7, 2005 (the "Effective Date"), by and between Intrusion Inc., a
Delaware corporation (the "Company"), and Stonegate Securities, Inc., a Texas
corporation ("Stonegate").
WHEREAS, the Company desires to retain Stonegate as its non-exclusive placement
agent, and Stonegate is willing to act in such capacity, in each case subject to
the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the Company and Stonegate (each a "Party" and collectively, the
"Parties") hereby agree as follows:
1.
RETENTION OF STONEGATE; SCOPE OF
SERVICES.
(A)
SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, THE COMPANY HEREBY RETAINS STONEGATE TO ACT AS THE NON-EXCLUSIVE
PLACEMENT AGENT TO THE COMPANY DURING THE CONTRACT PERIOD (AS DEFINED IN
SECTION 2 BELOW), AND STONEGATE HEREBY AGREES TO BE SO RETAINED.
(B)
AS THE NON-EXCLUSIVE PLACEMENT AGENT TO THE
COMPANY, STONEGATE WILL HAVE THE NON-EXCLUSIVE RIGHT DURING THE CONTRACT PERIOD
TO IDENTIFY FOR THE COMPANY PROSPECTIVE ACCREDITED INVESTORS, AS SUCH TERM IS
DEFINED IN RULE 501 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") (SUCH ACCREDITED INVESTORS BEING COLLECTIVELY, THE "PURCHASERS" AND EACH,
INDIVIDUALLY, A "PURCHASER"), IN ONE OR MORE PLACEMENT (EACH, A "PLACEMENT" AND
COLLECTIVELY, THE "PLACEMENTS") OF EQUITY SECURITIES TO BE ISSUED BY THE
COMPANY, THE TYPE AND DOLLAR AMOUNT BEING AS MUTUALLY AGREED TO BY THE PARTIES
(THE "SECURITIES").
(C)
TERMS OF THE PLACEMENTS SHALL BE AS SET
FORTH IN SUBSCRIPTION DOCUMENTS, INCLUDING ANY STOCK PURCHASE OR SUBSCRIPTION
AGREEMENT, ESCROW AGREEMENT, REGISTRATION RIGHTS AGREEMENT, WARRANT AGREEMENT
AND/OR OTHER DOCUMENTS TO BE EXECUTED AND DELIVERED IN CONNECTION WITH EACH
PLACEMENT (COLLECTIVELY, THE "SUBSCRIPTION DOCUMENTS").
THE PLACEMENTS ARE
INTENDED TO BE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), PURSUANT TO REGULATION D
("REGULATION D") OF THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE
COMMISSION (THE "SEC") PROMULGATED UNDER THE SECURITIES ACT.
(D)
STONEGATE WILL ACT ON A BEST EFFORTS BASIS
AND WILL HAVE NO OBLIGATION TO PURCHASE ANY OF THE SECURITIES OFFERED IN ANY
PLACEMENT. DURING THE CONTRACT PERIOD, STONEGATE SHALL HAVE THE NON-EXCLUSIVE
RIGHT TO ARRANGE FOR ALL SALES OF SECURITIES IN THE PLACEMENTS, INCLUDING
WITHOUT LIMITATION THE EXCLUSIVE RIGHT TO IDENTIFY POTENTIAL BUYERS FOR THE
SECURITIES.
ALL PURCHASERS AND SALES OF SECURITIES IN THE PLACEMENTS
1
shall be subject to the approval of the Company, which approval may be withheld,
in whole or in part, in the Company's sole discretion.
2.
CONTRACT PERIOD AND TERMINATION.
(A)
STONEGATE SHALL ACT AS THE COMPANY'S
NON-EXCLUSIVE PLACEMENT AGENT UNDER THIS AGREEMENT FOR A PERIOD COMMENCING ON
THE EFFECTIVE DATE, AND CONTINUING UNTIL TERMINATED BY EITHER PARTY UPON 10 DAYS
NOTICE TO THE OTHER PARTY (THE "CONTRACT PERIOD").
(B)
UPON TERMINATION, NEITHER PARTY WILL HAVE
ANY FURTHER OBLIGATION UNDER THIS AGREEMENT, EXCEPT AS PROVIDED IN SECTIONS 5,
6, 7, 8, 9 AND 10 HEREOF.
3.