SURVIVE SUCH ACCEPTANCE.
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