EXHIBIT 10.2
PLACEMENT AGENCY AGREEMENT
This Placement Agency Agreement (this "Agreement") is made and entered into as
of December 2, 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, 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
NON-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.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The