EXHIBIT 10.2
INTRUSION INC.
A DELAWARE CORPORATION
SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT
THE COMMON STOCK ("STOCK") IN INTRUSION INC. ("COMPANY") REFERRED TO IN THIS
SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE BEING OFFERED
AND SOLD UNDER EXEMPTIONS PROVIDED THEREFROM INCLUDING SECTION 4(2) OF THE
SECURITIES ACT AND/OR REGULATION D THEREUNDER.
A PURCHASER OF STOCK SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF THE
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE STOCK HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER JURISDICTION, AND,
THEREFORE, CANNOT BE SOLD UNLESS IT IS SUBSEQUENTLY REGISTERED OR AN EXEMPTION
FROM REGISTRATION IS AVAILABLE.
THERE IS NO OBLIGATION OF THE ISSUER TO
REGISTER THE STOCK UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER
JURISDICTION.
On the basis of the terms and conditions set forth in this Subscription and
Investor Representation Agreement ( "Subscription Agreement"), the undersigned
investor ( "Investor") proposes to make an investment in Intrusion Inc.
("Company") as follows:
1.
SUBSCRIPTION FOR STOCK.
SUBJECT TO THE TERMS AND CONDITIONS
HEREOF, THE INVESTOR HEREBY IRREVOCABLY SUBSCRIBES TO PURCHASE 111,111 SHARES OF
COMMON STOCK AT A PURCHASE PRICE OF $0.45 PER SHARE, DETERMINED BY A PRICE OF
110% OF THE AVERAGE CLOSING PRICE OF THE COMPANY'S STOCK FOR THE 20 TRADING DAYS
UP TO AND INCLUDING THE CLOSING DAY.
2.
THE INVESTOR ACKNOWLEDGES THAT THE STOCK OFFERED HEREBY IS
SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK, INCLUDING, BUT NOT NECESSARILY
LIMITED TO, THE RISK FACTORS DESCRIBED ON EXHIBIT A ATTACHED HERETO.
THE
INVESTOR FURTHER ACKNOWLEDGES THAT AN INVESTMENT IN THE COMPANY IS NOT SUITABLE
FOR INVESTORS WHO CANNOT AFFORD TO LOSE THEIR ENTIRE INVESTMENT.
THE INVESTOR
HAS CAREFULLY CONSIDERED THESE RISK FACTORS BEFORE MAKING ITS INVESTMENT
DECISION.
3.
REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.
THE INVESTOR
HEREBY REPRESENTS AND WARRANTS TO THE COMPANY AS FOLLOWS:
(A)
ACCREDITED INVESTOR.
THE INVESTOR IS AN "ACCREDITED INVESTOR"
WITHIN THE MEANING OF RULE 501 PROMULGATED UNDER THE SECURITIES ACT.
(B)
INVESTMENT INTENT.
THE INVESTOR IS ACQUIRING THE STOCK FOR THE
INVESTOR'S OWN ACCOUNT FOR INVESTMENT, WITH NO INTENTION OF DISTRIBUTING OR
SELLING ANY PORTION OF THE STOCK WITHIN THE MEANING OF THE SECURITIES ACT, AND
WILL NOT TRANSFER ANY STOCK IN VIOLATION OF THE SECURITIES ACT OR THE THEN
APPLICABLE RULES OR REGULATIONS THEREUNDER OR ANY OTHER APPLICABLE LAW.
NO ONE
OTHER THAN THE INVESTOR HAS ANY INTEREST IN OR ANY RIGHT TO ACQUIRE THE STOCK.
(C)
ABILITY TO BEAR RISK.
THE INVESTOR'S FINANCIAL CONDITION IS SUCH
THAT THE INVESTOR IS ABLE TO BEAR THE RISK OF HOLDING THE STOCK FOR AN
INDEFINITE PERIOD OF TIME AND THE RISK OF LOSS OF THE INVESTOR'S ENTIRE
INVESTMENT IN THE STOCK.
(D)
EXPERIENCE.
THE INVESTOR HAS SUBSTANTIAL EXPERIENCE IN EVALUATING
AND INVESTING IN PRIVATE PLACEMENT TRANSACTIONS OF SECURITIES IN COMPANIES
SIMILAR TO THE COMPANY SO THAT THE